Renewable eneRgy - lawtodaymag.co · Renewable eneRgy The future is here Q2 2017 ... The last quarter has seen Law Today consolidate several important aspects of our business

RenewableeneRgyThe future is here

Q2 2017

CompeTiTion lawand why it is vitalfor economic growth

bVi and Cayman islands Companies: breaking the stereotypes

new appRoaChes To TouRismin egypT

Keeping iT Real:memaar al morshedy’s approachto growing the real estate sector

women leadeRsin the legal industry www.lawtodaymag.com

Building your own start-up is a deeply personal experience, involved as you are with every aspect of its growth. Your investment takes place at every possible level and it is likewise in every possible way that you feel gratification when your entity yields promising results.

The last quarter has seen Law Today consolidate several important aspects of our business model. As part of establishing and growing important partnerships, we have been delighted to include in our printed magazine a greater number of editorials from legal experts than ever before, featuring in this issue detailed opinions on the new Investment law, Telecommunication law, Competition law, Sports law, PPPs and an in-depth discussion of the realities of investing in the British Virgin Islands and Cayman Islands.

We have also had the opportunity in this issue of the magazine to examine different aspects of important topical issues, including renewable energy - arguably the wave of the future when it comes to meeting our energy needs - alternative forms of tourism and the growth of the middle-income housing industry.

The latest issue of Law Today features interviews and opinion pieces from inspiring leaders, all of whom have overcome challenges to get to where they are today, and all of whom want to encourage others to face their own challenges head on.

Beyond the printed page, we have been pleased to see our presence grow online, as our #LikeABoss campaign with Hugo Boss and Maison Pyramide gave us the opportunity to showcase leaders within different industries, who share our vision of taking strategic risks in order to grow.

Expanding beyond the magazine, we have started to focus on one of our long-term goals of enhancing the legal-business ecosystem at a broader level. We collaborated with Levari in association with Pitmans LLP to hold a successful workshop on Shareholders’ Agreements and are planning at least another six such workshops in collaboration with a variety of leading law firms in the coming months.

From a personal point of view, we were happy to welcome back one of our co-Founders as a full-time member of the Law Today team. This is a first step to ensuring that we can grow as a company committed to catalysing change and expanding opportunities for communication and discussion between different legal and business entities in Egypt, the MENA region and beyond. We constantly seek to innovate and to improve the work that we do. We are always appreciative of the people who work with us: the lawyers and businesspeople who recognise our value as a platform to share their knowledge and expertise, the freelancers who bring their talent to ensure that we produce a publication of quality, the advisers and partners who offer their feedback on what we do and its impact.

In the hope that you enjoy this issue, we thank you for your support and interest in what we do. We hope that, just as we continue to grow in the coming months and years, so you will keep finding more and more reasons to remain a part of that growth and development.

Editor's NotE tablE of CoNtENts

Ramy FahmyChairman

Sahar AbdelrahmanEditor-in-Chief

Lucy MarxCEO & Managing Editor

Khaled RadwanCo-founder, Features & Strategy

Mohab SaidCo-founder, Business Development

Ahmed Elsoukkary

Co-founder, Institution Building

Haleem El ShaaraniPhotography

Graphic Design

International Printing House(IPH), Printing

LAw TodAY MAgAzInE

Street 79, Villa 1, Area 1, District 3,5th Settlement, New Cairo, Egypt

[email protected]

@law.today @lawtodaymagLucY MARx

RenewableeneRgyThe future is here

Q2 2017

CompeTiTion lawand why it is vitalfor economic growth

bVi and Cayman islands Companies: breaking the stereotypes

new appRoaChes To TouRismin egypT

Keeping iT Real:memaar al morshedy’s approachto growing the real estate sector

women leadeRsin the legal industry www.lawtodaymag.com

www.lawtodaymag.com | 32 | Q2 2017 | law today

law iN foCus ProfEssioNal dEvEloPmENt lifEstylE

07 41 57EnErgy & transportation

FinancE & capital markEts

HEaltH & Hospitality

tEcHnology & ip

rEal EstatE & construction

tHE ZinEdinE ZidanE oF law: rEwriting tHE script

rigHt on timE: suE EllEn Hassouna

mpl inFograpH

lEaping into tHE unknown: dr. kHadiga HaFEZ

knowlEdgE in practicE: towards tHE growtH oF tHE lEgal industry

FasHion: summErtimE

tEcH rEviEw: artiFicial intElligEncE EnablEd dropsHipping in mEna

rEstaurant rEviEw

Meeting the challengesof a changing world

Breaking the Stereotypes & Cayman Islands CompanIesBrItIsh VIrgIn Islands

Memaar Al Morshedy’s approachto growing the real estate sector.

Sue Ellen Hassouna

RigHt on timE

impoRTanT sTaTisTiCs

Amongst the pardons issued by President Abdel Fattah El Sisi issued ahead of the Eid vacation was that of former MP and Chairman of the real estate arm of the Talaat Moustafa Group (TMG), Hisham Talaat Moustafa.TMG has already reinstated Mostafa as CEO and Managing Director, according to a regulatory filing made to the Bourse. Moustafa was formerly convicted of murdering Lebanese singer Suzanne Tamim.

After weeks of discussion and speculation, a draft of the Investment Act’s Executive Regulations has been released. The 108-page document outlines the state’s investment-promotion framework, spanning multiple sectors, and clarifies which companies or investments are eligible for incentives. The new Investment law has been constructed with the aim of helping Egypt reach its goal of attracting USD 8.7 billion in foreign direct investment in 2017. Egypt’s Investment Minister anticipates that total investments will increase to EGP 482 billion by the end of 2017, compared with EGP 290 billion in 2014.

Following a Presidential Decree, it has been announced that Egypt is officially joining the Trade Facilitation Agreement (TFA), which has been ratified by the House of Representatives. This first multilateral trade agreement signed under the World Trade Organization since its inception aims to improve the procedures and controls that govern the movement of goods across national borders in order to reduce the cost burden and accelerate the customs procedures for imported goods. The Egyptian Minister of Trade and Industry anticipates that the agreement could help to reduce the total cost of trade by over 14% in low-income countries and over 13% in more developed countries.

nationalnews

presidentialpardon

new Investment law

The Trade and Industry Ministry’s Export Development Authority (EDA) is reported to have completed its new export promotion strategy for 2017-2023. The strategy relies on streamlining export procedures, putting in place an authority to ensure the quality of exported products, increasing Egypt’s participation in international expos, and offering technical assistance programs to exporters. This is all being done with the goal of helping Egyptian exporters improve their operations and will be conducted within the framework of imposing international standards on Egyptian products, following the ban of imported Egyptian strawberries and peppers in Saudi Arabia and other GCC countries.

export and International standards

trade & Import

The International Finance Corporation (IFC) has reportedly closed its acquisition of a 10% stake in AXA Egypt Investment. AXA Group and IFC have had a long-standing global partnership to develop the emerging markets sector and contribute to their sustainable growth, as well as participating in co-investments or acquisitions, working to improve road safety, infrastructure development, the growth of responsible investments, and microinsurance.

mergers & acquisitions

Baker McKenzie has announced 80 new partnership promotions, which will bring the total number of partners worldwide to nearly 1,600. Over 400 of these new partners are women - reportedly the highest number of any law firm. Many of these new promotions, which became effective from the 1st July, have been focused on dispute resolution, along with tax and mergers & acquisitions. Representatives of Baker McKenzie have emphasised the inclusivity and diversity of the company’s approach, both when it comes to partnership promotion and lateral hires.

The European Commission has ruled that Google abused its power by promoting its own shopping service in the most prominent position within its search results, which will result in a fine of €2.42 billion - the largest to ever be levied by the regulating body against a company accused of distorting the market.It has given Google 90 days to stop its anti-competitive practices or face further penalties.

As part of a bid to boost the confidence of Chinese entrepreneurs operating in Africa, and the investment that accompanies their presence and operations, African and Chinese law firms have signed an MOU through Lex Africa and the Global Chinese Speaking Lawyers' Association. The deal, which is aimed to give Chinese businesspeople recourse to a community of Lex Africa partner lawyers for consultation and advice, will run for an initial seven years, with the possibility of renewal after this time. It is also aimed to enhance opportunities for African lawyers, currently operating within diverse legal systems due to the fact that African countries inherited different European legal systems.

A new report indicates that the legal services and framework of the British Virgin Islands are helping to drive over US $1.5 trillion of investment globally - the equivalent to 2% of global GDP. BVI’s Global Contribution, undertaken by Capital Economics, also found that more than US $15 billion of tax revenues are generated annually for governments around the world, via investment mediated by the BVI and the resulting economic activity. The report found the UK, the EU, China and Hong Kong to be the largest beneficiaries of this tax generation – the UK with $3.9 billion, the EU excluding the UK with $4.2 billion and China and Hong Kong with $2.1 billion.

internationalnewspartnershIp promotIon anti-Competitive

practices

Cross-regional legal Collaboration globalInvestment

www.lawtodaymag.com | 54 | Q2 2017 | law today

ENErgy & traNsPortatioN

connEcting tHE dots: data gatHEring and tHE growtH oF tHE solar EnErgy sEctor

tHEy’vE got tHE powEr

mEEting tHE cHallEngEs oF a cHanging world:total Egypt

Framing tHE rEnEwablE EnErgy industry

fiNaNCE & CaPital markEts

public privatE partnErsHips in Egypt: unEartHing opportunitiEs For dFis

tHE nEw invEstmEnt law:a stEp Forward towards an improvEd invEstmEnt climatE

britisH virgin islands & cayman islands companiEs brEaking tHE stErEotypEs

HEaltH & HosPitality

a nEw rEgulatory EnvironmEnt For sports

brEatHing FrEsH air into Egypt’s tourism industry

gEtting back on your FEEt: mEdical tourism in Egypt

tECHNology & iP

rEtHink tHE obvious Egypt’s tElEcommunication law and its nuancEs

compEtition law and wHy it is vital For our Economic growtH

rEal EstatE & CoNstruCtioN

kEEping it rEal: mEmaar al morsHEdy’s approacH to growing tHE rEal EstatE sEctor

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24th of August | Helnan Landmark | 9AM - 5PM

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www.lawtodaymag.com | 7

data gathering and the growth of the solar energy sector

ConneCTingThe doTs

LT: what is the scope of this initiative?

A2K4d: There are two themes we are doing case studies on: one looking at transport and mobility, and the other at energy and sustainability.

The solar energy case study is focused on the growth of the solar energy sector. The innovation lies primarily in the usage, gathering and accessibility of the data. The data may well be used by entrepreneurs or the owners of small businesses to understand the existing market, how they might enter it and navigate it.

LT: what was the impetus for starting the initiative?

A2K4d: We were motivated by the opportunities offered by technology to share information and to make it accessible to a certain demographic – although obviously we understand that there are limitations.

We found that within the solar energy sector there is very little data available. Knowledge is concentrated in those people who have been working within the sector for a long time, meaning that if you are a newcomer to the sector it is very difficult to penetrate. Many entities may not even realise how valuable their information is, or how it could be beneficial to the growth of the sector as a whole.

In terms of the methodology, we have been interviewing a set of companies that we have identified as key players in the sector – installers, but also banks offering assistance to start-ups, distributors, suppliers, and some lawyers. This is all part of trying to map the value chain in the sector.

LT: what would you say is the value that this is adding to the sector?

A2K4d: For a small sector like the solar energy sector, it is beneficial to have more companies working on the ground so that people have more trust in the sector as a whole. So we aim to provide a framework, to promote the sector itself as well as the activities of the different players.

Our website has different layers: there will be interactive data visualisations, but also the data will be shared as open data, available for download. We want the platform to be interactive, with different companies that we have worked

with creating profiles for themselves, being creative and sharing what they are doing. We hope that it will be dynamic and self-perpetuating.

Other entities have conducted great research and in some cases made it available, but we believe that this initiative adds value because of how comprehensive it is. There is some contact information available out there, but it is not necessarily updated. Having an interactive platform is the next step. Having the kind of framework we are providing shows people not currently involved in the sector where the opportunities to get involved and fill the gaps exist.

LT: How important is knowledge and access to it when it comes to making a sector grow?

A2K4d: Our platform uses open linked data, meaning that the solar energy industry should become a lot more prominent on the web as well, which is important for investment and other reasons. It offers more visibility to all the players in the sector.

There will probably be a physical map as well, showing who is doing what and where. Finding access to information about solar energy has not been easy but we are aiming to show this also.There are entities doing a lot of work there; some have done studies on business opportunities in Aswan, for instance. It can be difficult for people working within the sector to find their place in the value chain or to know their value-added. For them to find their value in the market, it is important for them to have an overview.

We’re also trying to situate this in terms of larger societal needs. In the end, the companies we are working with want to make money. We may be looking at them as the source of solutions to our environmental problems, but in the end we also need to remember that they are companies wanting to make money.

This also means that it is important for knowledge and know-how to be locally sourced, in terms of redressing some balances, growing the sector and perhaps even paving the way for increased energy production in the future. It also relates to the generation of employment opportunities, both direct and indirect.


The Access to Knowledge for Development Center (A2K4D), a branch of AUC, is conducting an initiative designed to map and share information related to Egypt’s renewable energy sector. A2K4D speaks to Law Today about their current work.

ENErgy & traNsPortatioNlaw iN foCus

8 | Q2 2017 | law today

10 | Q2 2017 | law today

LT: can you give an overview of the KarmSolar story? You are renowned as a leading company in the field of renewable energy. How did you achieve this so quickly?

Az: It is actually only recently that we have been seen as a leader in this field. We, the co-Founders, were working in one of the biggest organisations in the country and after the Revolution the company was shut down and we were pushed out. The company’s focus had been on renewable energy, and so I went to the team I was working with and told them I wanted to continue in this field, by starting a company myself. They wanted to come on board, then a number of people who had played managerial roles in the company we had been working in said they would support as investors if we established something.

It took us around a year after being established to sign our first contract. Everyone thought it would be a six month initiative, we would spend our money and that would be it. But then we started getting business.

LT: what do you see as having been integral to the success of KarmSolar?

Az: The first part was psychological. We felt that nobody could stop us. After the Revolution we felt that we could do our own thing, applying our own rules, being controlled by nobody else. We could enjoy working in our own place; it was going to be somewhere we enjoyed working.

Secondly, there is an energy problem and people had started to realise this, so there was a market opportunity. Thirdly, there was not a single fully-fledged respectable solar energy company in the country, so we thought if we established that type of company it would be a reference for what a solar company should look like, in the market. These were all contributing factors.

LT: You have previously stated that you want to convert the entire region to be off-grid and that this is how you see the market. How realistic is that target? How would converting to off-grid affect energy consumption for businesses and individuals?

Az: You should never aim for anything realistic. Frankly, realistic is for idiots. It is always the unrealistic things that open up new opportunities for us. When the world

started, it was completely off-grid and people were more empowered. They had to solve their problems for themselves and they had freedom of movement and they could live anywhere. The centralisation of services was accompanied by an invisible hand, controlling where people lived, because you had to be where the central services were situated.

I believe that this is something we need to break. Of course I will do business with the grid, but eventually what I envisage are homes that are fully sustainable, that can provide all of the energy and water they require, and treat all of the waste that they produce. That’s how I think it should be. I do think that removing the leverage some people have over others is fundamentally empowering. I believe the work we do empowers businesses and individuals – because it puts an essential aspect of their lives, power generation, in their hands. And this takes place off-grid.

LT: To what extent does the message of sustainability resonate, in Egypt?

Az: We consciously aim not to push that message of sustainability. If you read our publications, you will see we consciously don’t use the words ‘sustainable’, ‘green’

They’Ve goTThe

As a Founder and the CEO of KarmSolar, Ahmed zahran has been instrumental in putting renewable energy on Egypt’s map. He talks with Law Today about his company’s core value proposition and why it offers an empowering solution to people’s energy needs.


or ‘climate change’. You cannot depend on tapping into people’s need to be good to build a viable business. A person may want to be good one time out of ten, but will want their own interests nine times. So anything you design has to target people’s incentives and solve their problems.

So we decided that our products and services have to be designed to solve people’s problems, meet their needs and be the best alternatives out there. Our solution also needs to be the cheapest. If you design a solution like that, people will go for it because it is cost-effective, because it is the best, the most economically viable, the most practical – and that is so much better than using your solution because it is green, or ethical, or because of climate change.

LT: In terms of operating in Egypt, what are the processes that KarmSolar had to go through to become operational? what licences did you need and what were the principle challenges faced in terms of the regulatory or legal frameworks in Egypt?

Az: One of the issues of operating in Egypt is that you need to be very clear about how the system works and the

paperwork needed. Power generation is an area where there is a lot of licensing. KarmSolar is the only company that was able to operate its power station in phase 1 of the government’s feed-in tariff program. Although we were one of the smallest companies participating, people thought we would not be able to finish the process, but we did.

We had invested a lot of time understanding the paperwork, the process, and we took it really seriously until we closed the contract. I don’t think the others did the same thing. Before producing the first feed-in tariff licence, we produced the first private licences to have power from solar energy in the private sector. So we had these other licences, then the feed-in tariff licence, then it became something we were known for. We signed our first Power Purchase Agreement in April 2015 and we are still the only company in the market with that licence. We really worked hard to understand these things; it gave us a fantastic competitive edge.

LT: did you face any challenges in terms of the legal/regulatory framework?

Az: Actually I think we are among very few companies that can say honestly we

had no problems with the regulatory framework. Even when it came to the feed-in tariff in phase 1, when so many people were complaining about regulations, we did what was asked of us; we just wanted to get the project done.

But when it comes to the legalities, one of the main burdens in the solar sector is the contracts that organise the relationship between the providers of power and the consumers of power. This is one of the main areas where we put in a lot of work with our lawyers, to make sure that we craft contracts that are strong, sound, bankable, good for our clients and good for us.

I think there could be a lot of development and increased awareness among clients as to what they should accept and what they should not accept.

There is still a lot of work to be done on the legal side when it comes to the kind of contracts that organise alternative energy in general, in this part of the world. Most of that work has not been done yet and it is the responsibility of the solar companies to change this; they have to ask the right questions of their lawyers, so that they can draft contracts that actually make sense.

You should never aim for anything realistic. Frankly, realistic is for idiots. It is always the unrealistic things that open up new opportunities for us.


Ian LePetit, Managing director of Total Egypt, shares with Law Today his insights into the way the energy sector is moving towards an increased demand for renewables and how Total, as a major global energy provider, is navigating this changing landscape.

12 | Q2 2017 | law today

Meeting the challengesof a changing world

LT: can you give us some background to Total’s decision to enter into the renewable energy sector? what were the key considerations in taking this step?

IL: Total above all is an energy company, which historically has focused on oil and gas. We are the fourth largest oil and gas company worldwide, but we have also been a major player – I believe the second largest worldwide – in solar energy since 2011.

We are currently facing three main challenges:

1) Meeting the demand of a growing global population and providing it with clean, affordable energy. Today in Africa alone, 600 million people cannot regularly access electricity and affordable energy. 2) The challenge of climate change. We know that oil and gas companies contribute significantly to greenhouse gas emissions and we are committed to facing this challenge.

3) Meeting the expectations of our customers, who understand the value and cost of energy and want to develop their energy efficiency and reduce their energy footprint. They are looking for sustainable and affordable energy sources that can be adapted to their needs.

Moving to focus increasingly upon renewable energy was therefore an absolute necessity for us. Our CEO gave us an ambitious goal, that within 20 years, renewable energy and power supplies should amount to 20% of our activities worldwide.

As a result of this directive, it was decided that Total would undergo a restructuring process. A new branch was established, so now Total as a worldwide Energy group has four main branches:

1) Exploration and Production – focused on finding and extracting natural oil and gas resources.

2) Refining and Chemicals – transforming crude oil and natural gas into finished products (such as fuels, lubricants, LPG, bitumen...), or intermediates which are used to manufacture chemicals.

3) Marketing and Services – selling these finished products to our customers and providing them with the services they need.

4) Gas, Renewables and Power – this is the new branch, created in September 2016. We believe these four activities are intimately

linked and they are key to tackling the challenges I talked about. This strategic move has been translated into the tagline of Total. Being, as we are, committed to better energy means being committed to tackling these challenges. We are the only historical major oil and gas company that has officially decided to stick to the below 2 degrees scenario of the COP21, a very significant change, welcomed by our staff.

In order to build this strategy, our CEO conducted many internal surveys and I can say that there was a strong push from our staff in this shift towards cleaner energy. We have reshaped our values, strategic goals and even our CAPEX allocation to fit this 20 year ambition. In March 2016, we bought a French company called Saft, a leading company for electricity storage, for 1.1 billion dollars. So this is not a matter of greenwashing; it is a core change in our strategy.

We have launched several solar plants, which are in operation today. There is currently one in Chile, one operational in Japan and a second one being built. This shows that the commitment of Total to renewables is a key strategic shift for us.

LT: How do you regard the renewable energy sector generally? How does it differ from Total’s other areas of operation?

IL: The differences from the oil and gas sector are very significant. First, the risk profile is not the same. Fiscal, legal and economic stability is even more important for renewables. Renewable energy has several competitive assets: they are fast track projects and the operational risk is very low.

Second, the innovation pace is not same at all. The progress being made to solar panels in the last five to ten years from a technical point of view is crazy. It is an ever-evolving value chain, which can be completely reshaped from one year to another. The next step is very much focused on the ability to store energy, which will make a huge difference and be another game-changing factor.

Finally, the demand for renewable energy is growing quickly and will continue to far faster than the oil and gas one. That is one reason why Total decided to have a dedicated segment to tackle this new growth and new challenges, and to build new business models.

LT: In what way do you think the rise in renewables could affect the Egyptian economy?

IL: They can bring a lot to Egypt’s economy because solar projects are fast track. The population of Egypt is growing quickly, as is the demand for energy. Egypt has been very successful in developing its power industry and capacity. But there is still significant room for renewables, as the population growth and energy demands are so rapid. The country must be able to meet these demands through fast track projects.

Developing renewables will make the country less dependent on Forex. Currently, Egypt imports a significant amount of its energy. Solar energy, while it cannot cover all Egypt’s energy needs, would allow for partial independence.

From a macroeconomic perspective, being able to develop solar projects opens the way for countries to reduce their oil and gas consumption, which enables them to sell their oil and gas at a better price in the market. If Egypt were to use more renewables instead of using heavily subsidised oil and gas, it would have a direct impact on economic growth; the energy mix would be more efficient and the value of the energy chain would be far higher.

You can see that this is exactly what is happening today in Saudi Arabia, which has launched a very ambitious solar program – even though it has one of the biggest oil reserves worldwide. They want to develop a 9.5 gigawatt capacity by 2030 and have decided to invest heavily in the solar energy sector so as to derive maximum value from their natural resources.

LT: what are Total’s plans regarding renewable energy provision here in Egypt?

IL: Today, Total has no solar activities here in Egypt. We are however considering a number of investments: first, to equip a third of our stations with solar devices in the next four to five years, as part of our overall strategy. In order to provide our customers with solar solutions, we have to use them first and build our skills. We are also considering building solar farms as part of round two of the feed-in tariff program.

We are very keen to develop solar farms in Egypt and confident that there is significant potential for renewables here. And we will enter this market one day, as we have done in a lot of countries.



14 | Q2 2017 | law today

FramIng the renewaBle energy IndustryDr. Hafez el Salmawy, Professor of Energy Engineering at Zagazig University and formerly Managing Director of the Egyptian Electric Utility and Customer Protection Regulatory Agency, shares his insights into how the legal and regulatory framework in Egypt is supporting the growth of the renewable energy sector.

LT: How would you characterise the current market status of the renewable energy sector in Egypt?

HS: It’s a promising market and is likely to grow, with drivers such as strong potential for renewable energy and the technology that is becoming cost effective compared to conventional sources.

In Egypt, there is a legal framework in place since 2014 which sets clear schemes for project development, where the responsibilities for all parties have been laid out clearly. This facilitates a reasonably attractive business environment. There are a lot of challenges but many of these could be overcome.

The legal framework is actually quite simple – one law comprising eight articles. These cover four main topics.

1st – the schemes within which renewable energy projects will be developed. There are four such schemes that have been identified, including projects that could be developed by the state, projects that could be developed based on competitive bidding, and projects that could be developed based on schemes such as feed-in tariffs and merchant schemes.

2nd – the public land allocation needed for renewable energy projects. The law says the state should allocate lands for these projects and defines the royalties for these projects to be no more than 2% of the value of energy produced.

3rd – the grid responsibility. In the first three schemes the grid is off-taper. Even for the third scheme, the grid should interconnect projects but at the expense of the projects themselves. The project is responsible for connecting from the project’s side to the nearest grid facility. The grid should give priority on dispatch

so if the grid is off-taper or if the grid failed to transmit electrical energy, it will pay. The grid is responsible for ensuring that the maximum benefit is made from renewable energy.

4th – the demand side. The government has the right to impose a quota on different customer categories to consume a certain percentage of their electrical energy from renewables. As you provide a mechanism to support production, you provide a mechanism to support consumption, so you create a market.

Though the law has only eight articles, it is quite comprehensive. It doesn’t need to be especially sophisticated, just to set general guidelines. Many legal documents have been produced to support this law, such as the Prime Minister’s decree, setting the feed-in tariff. The law stated that the Prime Minister should issue this decree.

Many regulations then came from the Regulatory Agency, defining how project development should take place, which legal steps should be taken, along with requests for establishing companies, minimum requirements, and pre-qualifications. There are several legal documents that have been issued, as well as codes for interconnection, technical and commercial issues. So the legal framework includes the prime law, the Prime Minister’s decree and other ministerial decrees, regulations coming from the Regulatory Agency and contracts – third-party access contracts, interconnection contracts, Power Purchase Agreement contracts and others.

It took some time to have this legal and regulatory framework in place but now we have it, we can say it is robust and advanced. This is why I would say that the business world has gained more momentum as a result of this.

ensurIng seCurIty oF energy supply

ensurIngsustaInaBIlIty

ImproVIng InstItutIonal and Corporate goVernanCe

strengthenIng CompetItIVe markets and regulatIons

Diversification of Energy Supply.Improving Energy Efficiency.Upgrading Energy Infrastructure.Encouraging Private Sector Participation.

Financial Sustainability.Energy Subsidy Reform.

Enhancing Gas Sector Governance.Electricity Sector Governance.Modernizing Corporate Governance.Energy Planning and Modeling Governance.Enhancing Energy Efficiency.

Connecting for Future Regional Market.Developing Gas Market.Complementary Gas Market Regulations.Strengthing Electricity Market.Support to Renewable Sector.Improving the Sector for Customers.

the Four goals oF the energy strategy


LT: Is there much of a drive for collaboration and information exchange between countries in the region, looking to build their renewable energy framework and infrastructure? They must face similar challenges and a comparative environment.

HS: There are similarities but the market size is different, as is future demand and the market economy. Countries like Jordan and Morocco rely 100% on imported energy, so this encourages them to use renewable energy. One challenge in Jordan is that the system and market are small.

The stability of the grid and different technical issues also have a bearing on the issue. Morocco has an advantage in that it has the direct connection to Europe. There are not many chances to export at the moment, but perhaps in the future there may be. The interconnection between countries is really a big and important opportunity for the future. There is going to be a big interconnection between Egypt and Saudi Arabia, of 3000 Megawatts, which is huge. From a practical point of view, the Saudi and Egyptian systems are the two biggest in the MENA region. This interconnection is not market oriented; it is system-to-system. Saudi Arabia has its peak demand at noon and we have our peak demand at night. So the mode of operation is that Egypt will export electricity to Saudi Arabia during the daytime and Saudi will export electricity to Egypt at night.

Practically, when you think about it, we will export solar energy to Saudi during the daytime and import it again at night. So integrating systems within the region will be extremely useful, even if not all of them are well-developed when it comes to renewable energy. Integration will add additional momentum. There was a very good study recently conducted by the Arab League, looking at the integration of gas and electricity systems in the region, to maximise benefits and to see how we could integrate the power and gas sectors. Some of the recommendations for projects were very sound and I believe will be considered in the medium-term, even if executing them has been somewhat challenging because of political instability. There are economic advantages for all concerned; it is a win-win situation.

We called for the Arab League to hold a Forum for countries interested in growing their renewable energy sectors. It may not be possible to unify different judiciaries, but we can at least coordinate, to bring about increased collaboration. We are also interested in working with the Mediterranean.There are three platforms for energy across the Mediterranean: one for electricity, one for gas, one for renewables. So it’s now a question of how we could integrate renewable energy in the region – not just physically, but through the exchange of experience, through the investment approach, the localisation of services, business, and products for technology transfer – and maybe in the future for exchanging renewable energy across the Mediterranean too.

Interconnecting with the rest of Africa (beyond North Africa) will also become increasingly important, because Africa is rich in hydro-energy, which could provide a balance for intermittent renewable energy through low-cost hydro-energy, and allow for the expansion of the renewable energy sector. So all of these things - a good legal and regulatory environment, good business opportunities, interconnection and the drive for expansion regionally and beyond - will all help the sector to grow. And we have all of these things.

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II. MAIn FEATuRES oF THE PPP LAw

A. Competent authorities

1. The Supreme Committee for PPP Affairs is the decision-making entity, responsible for establishing a unified national policy for PPPs and approving the implementation of PPP projects; and 2. The PPP Central Unit, which provides expertise and research and is responsible for the initiation of PPP projects in Egypt.

B. The PPP Contract

Under the Law, the private investor enters into a contract with the administrative authority (the “Authority”). Under the contract, the investor establishes a project company, which will finance, construct, equip, operate and maintain the public services project.

Once the project is constructed and developed, the company is granted the right to either (i) sell the products and services to the Authority or (ii) directly sell to the public, subject to the approval of the Council of Ministers. The key terms of the PPP contract are the duration, between 5 and 30 years, and the contract value, set at a minimum of 100 million EGP.

C. Investor protection mechanisms

Fairness: the investor has the right to challenge a decision of non-qualification in the tendering process to the PPP Central Unit. Subject to the Supreme Committee’s approval, the parties can agree to resolve their disputes through arbitration. Financial protection: Investors also have significant financial protection, as the Ministry of Finance provides a sovereign guarantee for the Authority’s financial obligations under the contract.

D. The Lender’s rights

Lenders are of critical importance to PPPs, as projects require the injection of large funds. In fact, when invited to participate in the projects, lenders and investors often agree on a debt-to-equity ratio that is more reliant on debt. Lenders’ rights under the Law reflect this importance and allow them to protect their financial interests.

For example, lenders are given the right to enter into direct agreements with the Authority, which ensures a united vision between the different stakeholders. Additionally, if an investor’s contract is terminated

18 | Q2 2017 | law today

Yomna Elewa, Attorney at LawReham Eissa, AssociateSHARKAwY & SARHAn

puBlIC prIVate partnershIpsIn egyptunearthIng opportunItIes For dFIs

I. InTRoducTIon

In 2011, the director of the PPP Central Unit declared that “not working with PPPs is a luxury nobody can afford”. Today, this statement rings truer than ever. Faced with alarming population growth and a stark budget deficit, the Egyptian government wants to breathe new life into a neglected PPP Programme, which has only birthed three projects to date.

This article examines the legal framework for private public partnerships (“PPPs”), shedding light on its strengths and shortcomings and how Development Finance Institutions (“DFIs”) can participate in the revival of the PPP Programme.

A. The operating legal framework

In Egypt, government contracting for the private financing and administration of public utilities takes different forms depending on the nature of the public utility service/infrastructure (“public services”). Concession agreements, for example, are granted for the administration of natural resources.

To deal with the inefficiencies of the operating regime in governing the special nature of infrastructure and public utilities projects, Law no. 67 of 2010 (the “PPP Law”) was enacted to address, inter alia, the following:

1. the ill-suited nature of the Concessions of Public Utilities Law no. 129 of 1947 for the technical, financial and administrative aspects of PPP contracts, which led to the enactment of sector-specific laws; e.g. electricity and telecommunications; and

2. the inadequacy of Tender Law no. 89 of 1998 in relation to complex, big-scale projects and its perceived pro-government bias.

B. PPPs in developing countries

PPPs can foster economic development, as they address social demands for improved public services. The involvement of the private sector also leads to the transfer of technology and expertise, further helping to bridge the gap with developed countries, all the while leading to a virtuous circle attracting other direct forms of investment. PPPs also alleviate the financial burden associated with the development of public services, which increases sovereign debt and may impose onerous financial obligations on the State.


pursuant to a breach of obligation by the investor, lenders also have the right to step-in in place of the investor and even select a new one.

E. The Bidding Process

The Law provides for a multi-stepped tendering process starting with a prequalification phase, where qualified investors are selected and later invited to a private preliminary session. In a second phase, qualified investors submit their technical and financial bids in two separate envelopes. The technical offers are opened first and ranked; only the financial offers of accepted technical bids are then opened.

F. Competition

The Law upholds the principles of publicity, transparency, competition and meritocracy in the selection process of the investors. The principles are applied throughout all stages of the selection process, even during the appointment of consultants.

III. cHALLEngES

We believe that the current legal framework is workable and clear. This leads us to think that the real challenges faced by the PPP programme are in fact related not to the text of the law, but rather to its application. This section will focus on two of the main challenges: first, misconceptions held by the administrative authorities, and second, project funding.

A. Misconceptions

Despite the PPP Central Unit’s efforts in raising awareness and training public officials, PPPs are still treated with apprehension and other contracts are preferred, due to their familiarity. There is also a perception that PPPs are a form of hidden privatisation. This stems from a lack of knowledge of the concept of PPPs, which create a partnership between the public and private parties for the duration of the contract. Unlike privatisation, the title and ownership of public entities and assets are not usually fully transferred to the private investor at the end of the contract.

B. Funding

The PPP Program is also facing a significant funding challenge. The reluctance of local commercial banks to fund such large-scale projects has created a shortage in funding options. International lenders, on the

other hand, are deterred by the challenges posed by foreign currency availability and the EGP fluctuation.

IV. dFIs AS LEndERS In PPP PRoJEcTS

A. DFIs in Egypt

DFIs are specialized development banks, supporting private sector development in developing countries, with a focus on sustainable development and economic growth. They provide a range of financial services in developing countries to amend the investment shortfalls and bridge the gap between aid and commercial investment.

The DFI business model relies on capital from private investors, development funds or government guarantees. DFIs have a renewed interest in Egypt, as evidenced by investments in the renewable energy sector, namely the government’s Feed-in-Tariff programme for solar and wind energy projects, now in its second round. The effect of the recent EGP floatation on foreign currency availability and EGP stability is also leading DFIs to reiterate their commitment to investing in Egypt. B. Opportunities

We believe that PPPs are the preferred option for DFIs. Egypt’s PPP Law already reflects international standards and best practice and provides a good regulatory framework for DFI participation. DFIs can thus play a major role in addressing the practical challenges faced by the PPP Programme.

First, by sustaining their efforts in dismantling the major institutional barrier caused by the misconception and misinformation of public officials through training and awareness, but also by engaging in policy dialogue and supporting the use of PPPs whenever possible.

Second, DFIs can ease the funding shortage but also use their standing to secure political support and thus ensure that PPP projects reach financial closure.

V. CONCLUSION

There might yet be hope for Egypt’s PPP Programme. The enactment of the PPP Law was a promising start, but since 2010 momentum has been lost. DFIs can help the PPP programme overcome the institutional and financial barriers holding back its progress by investing their unique resources, vision and experience in its revival.

Source: Public-Private Partnerships in the Middle East and North AfricaA Handbook for Policy Makers, OECD (2014).

Egypt:Barriers by frequency of occurrence operational

14%

political24%

Financial24%

legal & Institutional24%

fiNaNCE & CaPital markEtslaw iN foCus

Arig Ali,Partner, Zaki Hashem & Partners

A step forward towards an improved investment climate

Investmentthe new

Investment in Egypt is currently governed by more than one law. With a view to attracting more foreign direct investment and to lessen the bureaucratic burden that dragged Egypt down to an unattractive ranking in the World Bank’s most recent “Doing Business” report, a new investment law was promulgated on the 31st of May 2017, which came into effect from the first of June 2017 (“Law No. 72 of 2017” or the “New Investment Law”). The new law, involving a set of new incentives, replaces the Investment Law No. 8 of 1997 and its amendments.

The law’s package of incentives includes: inter alia, administrative reforms to complement other legislation and regulations currently in place and other aggressive but necessary reforms, such as the introduction of a floating exchange rate system.

Egypt is keen to improve its investment climate in general and to make it more attractive, not only to local investors, but equally to foreign investors, with a view to improving the country’s international rankings. For that purpose, a new council, the Supreme Investment Council, was established within the framework of the New Investment Law to monitor, among other things, Egypt’s rankings in international investment indicators and reports. Other measures include the introduction of provisions related to Corporate Social Responsibility (“CSR”).

Messages of reassurance to foreign investors

What is remarkable about the New Investment Law is that it is directly addressing foreign investors and sending them messages of reassurance as to their equal treatment alongside Egyptian investors and even, in some exceptional cases, more favorable treatment in the application of the principle of reciprocity. Furthermore, the New Investment Law reinstates the ability of investors to repatriate their funds, including dividends and proceeds of liquidation. The availability of foreign currency may remain an obstacle to the effectiveness of such a guarantee. In addition to the above, the right to grant non-Egyptian investors a residency in Egypt for the duration of the project is expressly reflected in the New Investment Law.

Streamlining of business procedures and other system upgrade measures

One of the most obvious obstacles that foreign investors have been facing is the lack of a practical one-stop shop allowing them to deal with only one governmental authority to facilitate the establishment of their business in Egypt. The New Investment Law not only introduces the Center for Investors’ Services, with representatives of various administrative authorities in charge of issuing relevant licenses, but also introduces what the media is calling the “Golden License”. This Golden License allows the Cabinet to issue a single approval for strategic, national or public private partnership infrastructure or renewable energy projects, by one decree. In addition, Law No. 72 of 2017 aims at upgrading the system through which companies are established, licenses are issued and post incorporation procedures will be effected by (i) the implementation of an e-system for the provision of these services; (ii) setting deadlines for the delivery of these services; and (iii) the establishment of accreditation offices, which are entrusted with a service that consists of reviewing the projects and the documentation of licenses, as well as issuing a certificate regarding the same against administrative fees.

Law

20 | Q2 2017 | law today


Expansion of the scope of the new Investment Law

As to the scope of the law itself, we note that the New Investment Law has extended its application to new sectors which were not covered by the old investment law, such as the education and sports sectors. The Minister of Investment may add, together with other line Ministries, other sectors according to the current economic development plan.

Special incentives

In addition to the general incentives which were covered in the previous legislation, the New Investment Law introduces special incentives to new projects established in certain geographical locations. The incentives involve deductions from taxable net profits ranging from 30% - 50% of total investment costs, depending on the area in which projects are located. To benefit from such incentives, the project must meet certain conditions. Notable among this are the stipulations that the projects must be established within three years of the upcoming Executive Regulations coming into effect, and that they must maintain regular accounts. This investment incentive must not exceed 80% of the company’s paid-in capital and shall only apply for a maximum of seven years.

Additional Incentives

Upon a Cabinet decree, the projects benefiting from the aforementioned special incentives may be granted additional incentives including: (i) the granting of permission for the establishment of special customs outlets for the exported and imported goods used in these investment projects; (ii) the State may bear – after the completion of the investment project – the costs incurred by the investor to connect the utilities to the buildings allocated

to the investment project, or a portion thereof; (iii) the State may bear a portion of the costs related to technical labor training; (iv) half of the value of the land allocated for industrial projects may be refunded if production starts within two years of the date of delivering the land; (v) the allocation of land free of charge for certain strategic activities. By a Cabinet decree based on a proposal by the relevant minister, other non-tax incentives might be introduced, whenever necessary.

cSR

Under the New Investment Law and for the purpose of achieving comprehensive and sustainable development, an investor may allocate part of his annual profits to establishing a community development system, aside from the main investment project. He can participate in all or some of the following areas: (i) protecting and improving the environment; (ii) providing services or programs in the health, social or cultural care sectors, or in other areas of development; (iii) supporting technical education or financing research, conducting studies and awareness campaigns targeting the advancement and enhancement of production, in collaboration with universities or scientific research centers; and (iv) conducting training and scientific research.

The amounts spent by the investor in one of the aforementioned sectors and up to a maximum of 10% of his profits shall be deductible pursuant to the provisions of the Income Tax Law. The Ministry of Investment, in cooperation with other relevant ministries, may establish a list of the best investment projects that run community development activities and announce it to the public.

Private Free zones

The New Investment Law has brought back

private free zones, which were removed in the latest amendment of the previous investment law. Private free zones may be established by Cabinet decree and may include only one project or a number of projects that carry out similar activities.

Technological zones

The New Investment Law has introduced specially designated technological zones, encompassing industrial activities, designing and developing electronics, data centers, software development activities, technological education and other activities related or complementary thereto. Technological zones do benefit from a specific set of incentives set out in the New Investment Law, including the special incentives.

dispute Resolution

Under the New Investment Law the Egyptian Center for Arbitration and Mediation has been established, to settle investment-related disputes which may rise between investors or between the state and investors if they so agree.

next Steps

The New Investment Law does indeed include provisions, which if applied as intended by the letter of the law, will have a very positive impact on the investment climate in Egypt. Two main issues remain outstanding to date, these being (i) the issuance of the Executive Regulations to the New Investment Law, which should be issued within 90 days from the date of the promulgation of the New Investment Law; and (ii) the training and the continuous professional development of the governmental officials who will be entrusted with the application of this law.


Established in 1953, Zaki Hashem & Partners (ZH&P) is the oldest and largest law firm in Egypt to be actively, and uninterruptedly, catering to foreign and Egyptian clients. ZH&P offers the full range of corporate, business and commercial legal services provided by over 170 employees - including 100 fee earners - all advocates of professional excellence and integrity. The Firm comprises a unique constellation of highly qualified senior associates, partners, and senior partners as well as a fresh generation of lawyers dually qualified in Egypt and other jurisdictions. The combined experience of the Firm’s members exceeds 1064 years.

ZH&P’s legal services are offered in Arabic, English, French, German, and Italian - and cater to the following main areas of practice:

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Email: [email protected] | www.hashemlaw.com

Breaking the Stereotypes & Cayman Islands CompanIesBrItIsh VIrgIn Islands

The misunderstanding and confusion regarding companies in the British Virgin Islands ("BVI") and the Cayman Islands ("Cayman") and how they operate, are widespread.

In an interconnected world, where business opportunities abound, it is perhaps more important than ever to debunk myths about jurisdictions such as the BVI and Cayman.

A more complete and accurate recognition of their role in international business and what they have to offer would benefit the business and wider community alike.



Lack of understanding of the BVI and cayman as Jurisdictions

Several events, well-publicised in the media, and continued distortion of facts have served to put forward a one-dimensional narrative about the BVI and Cayman, which has contributed to a perception in some quarters that they are shrouded in secrecy, maintain low regulatory standards, facilitate the dissipation of tax and enable the harbouring of illicit funds.

However, the reality is very different. Since the global financial crisis of 2007-2008, larger countries have understandably been looking to increase their share of taxable income and capital. A number of initiatives such as the OECD / G20 BEPS Project ("BEPS" referring to base erosion and profit shifting) have been set up to attempt to reduce or overcome tax avoidance strategies. A recent development of such initiatives has been the signing of the Multilateral Convention to Implement Tax Treaty Measures to Prevent BEPS on 7 June 2017 by over 60 countries, including Egypt.

Although these measures are underpinned by creditable objectives, thinking generally regarding the BVI, Cayman and other similar international financial centres ("IFCs") has been overshadowed by the more popular narrative, put forward by certain NGOs, political parties, elements of civil society and the media. Sensationalised developments such as the Panama Papers revelations have served only to offer a somewhat simplistic perspective, tarring all IFCs with the same brush. Rather than demonstrating substantive proof of wrongdoing, such detractors have rather fuelled misguided perceptions.

This article aims therefore to illustrate:

(a) how the BVI and cayman are leaders in achieving international standards;

(b) reasons why BVI and cayman companies have proven so popular; and

(c) the benefits of the BVI and Cayman as jurisdictions.

Robust International Standards

The BVI and Cayman rely heavily on their high levels of compliance with international standards in order to operate effectively.

Both jurisdictions have been assessed as highly compliant with the Financial Action Task Force ("FATF") Recommendations regarding the global standard for fighting money laundering and terrorist financing - more compliant than many OECD member jurisdictions.

Far from being secretive jurisdictions, the BVI and Cayman were in fact early adopters of the Foreign Account Tax Compliance Act ("FATCA") and the OECD's Common Reporting Standard ("CRS"), so that their tax information is now exchanged with over 100 other countries. These jurisdictions are rated by the OECD as largely compliant regarding transparency and information exchange - the same rating as given to the UK, Germany and the US.

Corporate service providers licensed by the regulators in the BVI and Cayman have obtained and verified beneficial ownership information for 15 years or so, in line with FATF internationally approved anti-money laundering procedures. This information has been made available to the relevant authorities of certain other countries upon appropriate requests.

Both jurisdictions have recently further developed beneficial ownership information sharing by requiring companies to establish beneficial ownership registers and to make such information available to the UK's law enforcement agencies and tax authority, upon an appropriate request. This information has been available to such agencies and this authority previously, but this new mechanism will streamline the investigatory process. The critical issue of the privacy and confidentiality of clients is maintained, as the registers are neither available to the public nor stored on a central register and the highest levels of cyber security are applied.

The professional sector in the BVI and Cayman operates with a high awareness of and sensitivity to compliance obligations, especially given the focus on achievement of international standards.

The care taken, as standard protocol, to balance the need for transparency with the need to protect the privacy of clients is ample evidence that neither jurisdiction supports secrecy or crimes such as tax evasion and money laundering. In fact, quite the opposite.

24 | Q2 2017 | law today

If you would like any further information please speak with your usual Maples and Calder contact or:

Jack Marriott+44 20 7466 [email protected]

About the Author

Jack Marriott is head of the Corporate team of Maples and Calder in London. He specialises in corporate matters including advising financial institutions and public and private businesses on a full range of corporate transactions. His extensive experience includes IPOs, public and private M&A, joint ventures, buyouts, restructurings, debt financings and security arrangements as well as management incentive structures.

About Maples

Maples and Calder is a leading international law firm advising financial, institutional, business and private clients around the world on the laws of the Cayman Islands, Ireland and the British Virgin Islands. MaplesFS, through its divisions Maples Fiduciary, Maples Fund Services and Maples Private Client Services, is an independent global provider of specialised fiduciary, fund administration, entity formation and management, insurance management and trust and private client services.

With over 1500 staff worldwide, the Maples group has offices in Bermuda, Boston, the British Virgin Islands, the Cayman Islands, Delaware, Dubai, Dublin, Hong Kong, London, Luxembourg, Montreal, the Netherlands, New York, San Francisco and Singapore.

June 2017© MAPLES And cALdER

This article is intended to provide only general information for the clients and professional contacts of Maples and Calder. It does not purport to be comprehensive or to render legal advice.

Reasons for using BVI and cayman companie s

BVI and Cayman companies have been frequently used in Egypt, as they have in countries throughout the world, for a variety of purposes: as holding companies, borrower vehicles and investment companies. This frequency of use testifies to the success achieved by these companies.

The reasons for investors and businesses to use BVI and Cayman companies are manifold:

Simplicity: the formalities regarding the incorporation of companies are limited, so they can be incorporated on a same-day basis at a relatively low cost. Maintenance requirements are likewise limited; for instance, there is no requirement to have resident directors, to convene annual general meetings or (unless they are regulated entities) to prepare and file accounts. This reduces cost and administration.

Flexibility: the company law is aimed at sophisticated investors and provides a framework that can be adapted to give effect to investor requirements, such as bespoke share transfer (including pre-emption, drag-along and tag-along rights) and corporate governance arrangements (including deadlock resolution and reservation of additional matters for shareholder approval). This enables the constitution of companies to be tailored to many different situations.

Stability: the laws of the BVI and Cayman are based on English common law principles, which are well understood and recognised. The court systems are based on the English court system and there is a final right of appeal to the UK's Privy Council, if needed. This is a strong source of comfort for investors, who may want the reassurance that if rights have to be enforced before a court, it will be before a familiar and trusted system.

Creditor friendliness: there are a number of characteristics of both jurisdictions that provide comfort to potential lenders to BVI or Cayman companies. These include no moratorium regime equivalent to Chapter 11, ease of serving proceedings, enforcement of foreign judgments and enforceability of security against a company in liquidation.

Tax neutrality: no direct taxation is levied in the BVI or Cayman. Taxes are due where money is made (such as corporation tax) and where the money is distributed (such as capital

gains tax or income tax on dividends). IFCs such as the BVI and Cayman do not reduce those liabilities. They do, however, provide a tax-neutral platform where no investor is prejudiced by a particular local tax regime and this has the ultimate effect of cost reduction. Some of the sectors that use IFCs the most, such as pension funds, are tax-free altogether in any case. This is an area that is particularly misunderstood amongst detractors of the BVI and Cayman.

Assistance Provided by the BVI and c a y m a n

These jurisdictions are particularly alert to investor requirements and constantly evolve to provide products that are designed to be helpful to investors. For instance, Cayman has introduced a limited liability company, along similar lines to Delaware LLCs, so that the two forms of LLC can invest in parallel. The aim is to reduce costs and the administrative burden of running different forms of investment vehicle. In addition, Cayman has also introduced a foundation in the form of a company which may be used as a welcome alternative to a trust.

Despite growing pressure to adopt a never-ending stream of standards introduced in major jurisdictions, the governments in the BVI and Cayman work very closely with the private sector to ensure an appropriate balance is maintained. Issues of importance to their global client base are paramount.

In Short

The facts that underpin operations within the BVI and Cayman may not be as exciting as the sensationalised narrative put forward by many media outlets. However, despite a widespread lack of understanding of the BVI and Cayman as jurisdictions and what international standards they have achieved, the fundamental reasons for using companies incorporated in either jurisdiction remain the same. The truth, away from stereotypes, is that users of these companies can have confidence that they are subject to a prudent and leading regulatory regime, which evolves quickly to match increasing international standards.



EgYPT InTRoducES A SPoRTS LAw

On 31 May 2017, the Sports Law no. 71 of 2017 was freshly promulgated (the “Law”). It comprises 95 articles concerning the regulation of sports entities, including companies working in the field of sports. This Law is the first of its kind to regulate all sports matters, removing significant discretionary power from the Ministry of Youth and Sports (the “Ministry”). The most important development in this Law, besides regulating all matters concerning sports, is the establishment of an arbitration centre that is capable of dealing with all local sports disputes.

Approximately 40 years ago, the first law concerning Youth and Sports organizations was issued. Apart from the very fact that the law had become extremely outdated both in terms of the types of transactions taking place and the types of entities involved, it also failed to provide a particular way in which sports disputes could be resolved. For example, the new Law categorizes sports entities and services in a way not provided for by the former law. There was previously a large legal vacuum in matters concerning companies which operate sporting facilities, including private clubs. This is dealt with in the current Law by regulating private companies. Moreover, disputes related to sports, from coaching contracts to broadcasting rights, may be settled by a dedicated arbitration centre.

The Law also deals with matters of anti-doping by putting the Egyptian Organization for Anti-doping within the legal framework of this Law, as opposed to it being an organization untethered to local regulation. The new Law deals specifically and far more strictly with violence in sports. By setting punishments for different offences related to sports fans in stadiums and clubs, the Law attempts to crack down on those commonly known as Ultras (i.e. dedicated supporters of football teams). The current Law, then, covers far more areas than those covered by the law preceding it, while amending and expanding various areas already in existence.

a new RegulaToRy enViRonmenTfoR spoRTs

26 | Q2 2017 | law today

Farah Ramzy, Associate, corporate Structuring team,

nour & Selim in association with Al Tamimi & company

competent authorities in terms of activities, while remaining compliant with the provisions of this Law. They are also subject to financial oversight, including submitting their financial statements to the competent authorities and being subject to minimum and maximum fees for the provision of their services by the Minister of Youth and Sports. Upon the promulgation of the rules governing status reconciliation by the Minister of Youth and Sports, the aforementioned companies will have to reconcile their status within two years.

REVISIonS And gEnERAL PRoVISIonS

As for other sports entities that comprise the main targets of the Law, there were some changes made to their governing framework. The most important of these changes is the increased role of general assemblies in governing the entities. This power was previously in the hands of the Ministry. Prior to the promulgation of this Law, the entity was governed through by-laws uniformly issued by the Ministry. With the Law going into effect, such entities are now able to draft and enforce their own by-laws after the approval of their general assemblies.

The Law will also give general assemblies the sole power to remove or change the Board of Directors without any intervention from the Ministry. The Olympic Committee will be charged with providing sample by-laws to the sports entities for reference. The Law has also provided for some general provisions that seek to regulate previously unregulated areas of sports. These include stipulating that athletes representing Egypt in competitions at home or abroad may not be penalized for absence from work or school during the time of the competition.

The provisions of this Law include strict penalties for violations, including jail sentences as well as fines. Penalties extend to managerial crimes, such as operating the entity without the proper permits, as well as personal crimes, such as the possession of fireworks in the entity.


HEaltH & HosPitalitylaw iN foCus

InVESTIng In SPoRT SERVIcES

In comparison to the current Law, the laws that preceded it contained practically no regulation or distinction between quasi-public entities such as sporting clubs and private entities that establish a sporting club, health club, gym, or any other sports services. First of all, private companies that established clubs or similar facilities found themselves in a position of legal limbo. They were unaware of whether they were solely subject to laws governing companies that conducted regular activities or whether they were part of the legal framework of ‘sports entities’.

Sports entities fell within a particular framework that was heavily regulated by the Ministry and had very particular sets of rules governing them, whereas private companies functioned on a regular basis according to the Companies Law, as well as other civil and commercial laws and regulations.

The legal uncertainty became far more apparent in cases where private companies owned and operated a health club, for example. These kinds of establishments run activities that could reasonably be categorised as sport, but also do not quite conform to the definition of sports entities. Thankfully, Articles 71 to 78 of the Law were able to clarify some of this confusion by making a distinction between sports entities and companies offering sports services, setting the guiding framework upon which such companies can operate.

All companies that conduct sports services must be joint stock companies. These companies may issue their shares through a public offering and list themselves as companies on the Egyptian Stock Exchange Market, if such action does not affect their sports services. The Law does not define the issues that may be considered to be affecting the companies’ sports services. This may lead to the exercising of the discretionary power of the interpreter of the law, leaving the users with no firm answer as to whether the company may issue its shares through a public offering or be listed. All such companies must, of course, be subject to approvals by the

A nEw couRT oF ARBITRATIon

Article 66 of the Law has, for the first time, established an arbitration body solely concerned with addressing disputes in sports, the Egypt Centre for Settlement and Arbitration in Sports (the “Centre”). Charged with the reconciliation, settlement, and arbitration of disputes arising from this Law as well as all disputes in which either party is subject to the Law, this Centre will be situated within the Olympic Committee headquarters. The tribunal will consist of either one or three arbitrators. The Board of the Egyptian Olympic Committee will be charged with promulgating the procedural rules, according to international practice and standards and based on the suggestion recommendations of the Board of the Centre.

Being, as it is, ultimately a centre for arbitration, it is naturally up to the agreement of the parties or the Executive Regulations of the sports entities to decide on whether to include an arbitration clause. However, given the ease of arbitration in comparison with the conventional court system in Egypt, including an arbitration clause would be favourable to many. Moreover, if the Law had insisted on including an arbitration clause in agreements and Executive Regulations, this would have created a constitutional crisis whereby those subject to the Law would not be allowed to resort to the regular court system. The Centre also has the potential to settle many disputes that fall within a very difficult and inaccessible branch of law: administrative law. The latter is charged with settling all matters relating to public organizations, authorities, and establishments that deal with public goods. Administrative law is intentionally biased towards the public authority; this is due to it receiving certain privileges as a result of the service it provides. This makes it far more difficult for private parties to, inter alia, enter into an agreement with the public authority, fearing the law would not give equal weight to both parties. Therefore, an arbitration clause in an agreement or Executive Regulation would spare the legal woes of dealing with administrative courts.

28 | Q2 2017 | law today

BREatHing fRESH aiRinto Egypt’s tourism industryMounir Fakhry Abdel Nour, Egypt’s former Minister of Tourism, speaks to Law Today about the ways in which diversification, capitalising on the opportunities offered by alternative forms of tourism, could revive Egypt’s tourism industry and help it to thrive.



LT: How would you characterise Egypt’s tourism industry?

MF: Egypt is a unique destination. Its geographical location, weather, the product mix it can offer, its existing infrastructure - from roads, to communication, hotels, museums - all render it a highly desirable place to visit. Several billions of dollars have been invested throughout the years to offer a good service to tourists. The level of services could and should be improved if we want to fully develop the local industry, but it is a unique destination.

LT: How do you feel the trend towards alternative forms of tourism (sports, medical etc.) could benefit Egypt?

MF: There is a definite market for sports tourism. For example, football teams in Sweden or Denmark are unable to train for three months a year because of snow and ice on the pitch. When I was in charge of tourism in the government, on a visit to Poland, I was approached by a leading football team asking to come and spend a month in Egypt to be able to train. What applies to a football team applies to any game not played indoors.

Moreover we have the infrastructure. In Gouna, not only are there hotels but a football team and a football pitch; all the necessary elements to invite teams from overseas to spend a period of time here in winter, training. This is a product that could be developed throughout the country. When it comes to health, the sky is the limit. A lot of people come to Egypt from the Gulf to receive medical treatment; this service could be linked to tourism. A whole industry could be developed around well-being – beauty centres, sauna, massage.

We have some very successful projects – in Soma Bay for instance or Safaga on the Red Sea shore – which could be replicated almost anywhere. There are untapped riches in Egypt, especially when it comes to the Western desert. There are oases, there is the White Desert; whole regions largely unknown to Egyptians unfortunately, and insufficiently developed as tourist attractions. All this is in addition to our cultural tourism. If we want to develop our tourism industry, which we can and must do, we need to develop new products and develop our product mix.

But that is not all.

We must also diversify our marketing strategy and our markets. We have concentrated our efforts too much on Western Europe; I think it is insufficient. Egypt has proven to be extremely attractive to Russians, Ukrainians and Poles; and for geographical reasons, the market in Eastern Europe should be developed much more. Likewise, Northern Europe - Sweden, Denmark, Norway.

The Asian markets should be the future. This year there will be close to 120 million Chinese tourists outbound. If you take 1% of this market, you have 1.2 million visiting Egypt. India, Eurasia and the Philippines are also interesting markets and we have not marketed our potential services there.

Finally, we must raise the level of our services. As a result of the crises we have been living through since 2011, there is no doubt that there has been a deterioration in the level of our touristic services. The owners of hotels and facilities are unable to maintain their premises, or to invest to raise the level of their services. We must invest more in upmarket

tourism, which is extremely lucrative for the investor and the country. Selling tourist services at cheap prices is not the best way for a country to make money.

LT: what legalities or legal issues impact Egypt’s tourism industry?

MF: I think you cannot look at legalities without examining procedures. Egypt attracted 14.8 million tourists in 2010, with revenues from tourism amounting to $12.5 billion. In 2010, tourism represented slightly less than 12% of Egypt’s GDP. Egypt should be, with its existing infrastructure, able to attract 20 million tourists per year, without much effort, but we need to facilitate the entry of tourists into Egypt. The visa issue is key. When Turkey decided to exempt tourists from entry visas, their numbers doubled in less than two years. In the 21st Century, the way people travel is totally different than it was twenty years ago. You can go straight onto the internet, book your hotel, book your airline ticket; you can decide to travel the following day if you want. It is easy to go somewhere like Barcelona without any problems; there is no need to apply for a visa, or to wait in front of a consulate. We need to facilitate these processes here.

From a legal viewpoint, the law that is currently applied to tourism is one that was issued 50 years ago and it has been only slightly amended. We need a total revision, to take into consideration developments in the tourism industry. There are new ways of booking, new ways of travelling, which are not sufficiently covered by the law.

Finally, this is a thorny issue but I think we must separate tourism per se from the hajj and omra. Just because you are taking an airline or a boat to travel to Saudi Arabia doesn’t mean this should be governed by the tourism industry. When I was Minister of Tourism, I studied the systems applied in other Muslim countries, including that of Malaysia, which is fantastic. But this should be handled by the Ministry of Endowments or by Al Azhar – not by the Ministry of Tourism.

LT: what is your opinion about Amr Sedky’s initiative to gather different articles from existing laws to establish a distinct tourism law?

MF: I think he is right. Tourism is affected by almost all the other laws applied within Egypt. Generally, as the Minister of Tourism, you need to be in touch with all other ministries, on a daily basis. You depend on the Minister of the Interior, the Ministers of Civil Aviation, Finance, Transportation, Supply, Agriculture - you name it. You will be affected by any law that is issued for every one of these activities.

Yes Amr is right; we should have a holistic view. But it’s a huge amount of work because it touches upon everything.

I am very much in favour of having a complete revision of all the laws that affect tourism. In addition, the 50 year old law governing tourism in Egypt has been amended partially, but it deserves a complete review.

The Higher Committee for Tourism, headed by the President of Republic, should create a legal body to review all the laws pertaining to tourism and come up with a proposal for a comprehensive new law. But it will be a tremendous amount of work.

Mohamed Selim is CEO of Eden Healthcare, a premium service health provider that specializes in physical rehabilitation, orthopedic and spinal surgery, housing a wellness center that offers high-caliber care facilities, including physical therapy, rehabilitation, pain and stress relief. Termed the largest orthopedic, spinal, neurological surgery and physical rehabilitation center in Egypt, with a facility that exceeds 50,000 M², it also offers premium accommodation, with both regular rooms and VIP suites.

Selim talks to Law Today about the phenomenon of medical tourism, the benefits it offers to patients and what it has to offer the Egyptian healthcare market.

gEtting Back on youR fEEt

30 | Q2 2017 | law today

LT: For those people who are not familiar with the term, could you describe what medical tourism is? what are the factors affecting the demand for medical tourism?

MS: Medical tourism occurs when citizens of one country choose to travel across borders to receive medical treatment for a disease, ailment or condition, seeking lower cost, higher quality of service, and better access to specialized care. It is important to highlight that medical tourism is different from health tourism, which is more focused on personal well-being, relaxation and preventative approaches. In our experience, the most common treatments sought after within medical and wellness tourism are:

- Orthopedic surgery, such as hip replacements, resurfacing, knee replacements, joint surgery;- Bariatric surgery, such as gastric by-pass or gastric banding;- Thalasso therapy, wellness and prevention treatment.

It can also encompass dental and cosmetic surgery, organ/cell transplants, eye surgery and fertility treatment.

The factors driving the demand for medical tourism vary according to the medical intervention and the medical, social and cultural status of the patients seeking care. For example, patients coming to Eden Healthcare in Egypt from other countries in Africa, such as Nigeria and Sudan, mainly seek better access to high quality medical care. Patients coming from GCC countries mainly seek lower cost procedures. Generally speaking, for the past ten years in the health tourism industry, the most common pull factors affecting choices within medical tourism are: higher quality of service, advanced technology, lower cost of medical care, lower cost of elective and cosmetic treatments, country proximity and landscape.In order to ensure that Egypt remains an attractive and competitive destination for medical tourism at this time of globalization, steps should be taken to control costs while guaranteeing quality of service.

LT: can you give an overview on the types of legal arrangements that need to be established for an organization such as Eden Healthcare to operate?

MS: At Eden Healthcare we have a dedicated team for patients, whether they have been referred to us from abroad or are national patients seeking international medical care. We provide assistance to patients before, during, and after treatment.

We have established long-term agreements with travel agencies so they take care of visa requirements and prepare itineraries. Our team provides all the necessary supporting documents for governmental authorities, as well as taking care of transportation needs, including arranging a meet and assist service and acute care cars if needed, providing multilingual support and offering family accommodation in hotels with special rates and services. This is to ease the whole process of treatment for the patients and their families. Furthermore, in the case of elective procedures, we can arrange touristic visits within Egypt as well.

In the case of international patients, they need to complete an international patient form and supply all previous medical reports. If needed, we will get in touch with the medical teams that have treated these patients in the past. All information, including x-rays and lab results, legal consent and financial agreement forms, is included. Eden Healthcare also has local and international agreements with medical and educational organizations to provide online consultations, programs for visiting professors for surgery and training purposes, patient referrals, and distance post-operative follow-up in the case of international procedures.

LT: How big is the medical tourism market and how could Egypt increase its market share?

MS: According to the latest market studies, the global value of medical tourism reached US$10.5 billion in 2012. This is estimated to grow to US$32.5 billion by 2019, with an estimated growth rate around of 18%.

Some of the key countries that have emerged as prominent centers of medical tourism are Costa Rica, South Korea, the Philippines, Thailand, Brazil, Turkey, India, Taiwan, Poland, Dubai, Mexico, Malaysia and Singapore. For Egypt, the field of medical tourism is not new. In fact, if you look at ancient Egyptian temples you will see depictions of doctors treating patients from different nations! Sumerians used to come for treatment in Egyptian mineral water pools, for instance.

We possess all the necessary resources to provide quality medical services: highly qualified doctors and surgeons, integrated medical centers, a strategic location. Healthcare costs in Egypt are approximately 20% lower than in other African countries and around 40% less than the European market in terms of orthopedic and physical therapy. However, speaking generally, Egypt is falling behind a bit compared to neighboring countries such as Jordan and Israel. To rectify this, we need more support from the government to create international protocols, promoting Egypt in this area. Our Ministry of Health has already started to exert some effort but we still need more of a focus on international marketing and media, especially in orthopedics, physical therapy and rheumatology.

Moreover, more government supervision is needed to preserve Egypt’s rich natural resources: Helwan Therapeutic Springs and many others.

Eden Healthcare’s team understands that it is important to conduct collaborative programs with international healthcare providers. We have also proposed further official agreements with GCC insurance providers to enhance medical tourism in Egypt and the region.

LT: could you give an overview of how any legal issues that may arise from medical tourism are dealt with currently and your opinion on any ways in which they could be improved? MS: We follow Egyptian healthcare law and regulations in all our legal procedures and we have adopted a very strict policy when it comes to all dealings with our clients/patients to avoid any disputes and to ensure their satisfaction.

Prior to arrival, our Patient Relations team meets or talks with the patient to give a full orientation about their rights and responsibilities, in addition to the comprehensive documentation they complete. This team is also responsible for receiving and processing all comments and suggestions from the patients.

Any complaints are reported to the CRM or Patient Relations Manager, who would then meet with the patient or the patient’s family to determine the source of the problem, meet with relevant departments to determine the main cause of the problem and take any necessary action to rectify the problem.

It is the duty of the CRM team to follow up on the complaint report to make sure the problem is solved and to communicate accordingly with the patient or the patient’s family. All complaints are reported to our quality control team on a monthly basis so as to ensure a constantly improving performance.



Egypt’s Telecommunication Law and its Nuancesamr el sabahi, Partner, tms legal

in some cases, when there is an item or solution that is being widely utilized and relied upon by customers and users, not only in Egypt but also across the world, it commands a sense of legality almost immediately. there is a perception that what is happening must be taking place in compliance with a solid legal framework, precisely because it is so widespread.

this takes place with an even deeper sense of conviction if the pertinent laws are enacted sometime before the introduction of the item or solution and/or before it has acquired its

accompanying persona of global use and reliance.

However, this can be misleading and there are cases of very popular activities and practices, that have become integral to the way we do business, operating without a supporting legal structure. as legal practitioners, we need to be aware of this, for the sake of our clients. nowhere do i encounter such issues so much as when it comes to telecommunication.

sometimes, what is most obvious is also least obvious.

tHE obviousrEtHiNk

32 | Q2 2017 | law today

conferencing

Remember in the recent past, when having a video conference call could not be done without a satellite connection, a special set of equipment, a special venue and the cost of an arm and a leg?!

Well, luckily this is not the case anymore. If you are operating in one or more of most countries within the MENA region, you could cautiously thank Microsoft’s Skype for such a change of events.

Video & web conferencing

Video conferencing provides audio/video communication between two or more locations. Web conferencing provides audio/video communication between two or more locations, with some additional features to conduct meetings, training sessions and/or presentations. For a successful connection and service, both conferencing solutions require specialized equipment at both ends, such as IP Phones, PCs and conference monitors, which must be type approved by the National Telecommunication Regulatory Authority (the “NTRA”).

Video conferencing used to be conducted through satellite communication equipment, but nowadays video and web conferencing are mainly data-based solutions. In video conferencing and web conferencing, audio and video are transmitted via Voice Over Internet Protocol (“VOIP”) and/or other protocols via the Internet.

Alternatively, video conferencing and web conferencing can be provided through a combination of media, whereby audio is transmitted via Public Switched Telephone Network (“PSTN”) and video is transmitted through the Internet, but this is rarely seen nowadays. Neither conferencing solution has dedicated licenses. They are enabled through data lines, which are offered through licensed Internet service providers (“ISPs”). An example of such video and/or web solutions in Egypt is the conferencing equipment of Cisco, Huawei, Polycom and others, all of which is type approved by the NTRA and reliant on data line(s) provided by licensed ISP(s).

Unlike the vague, and occasionally heated, position which the NTRA adopts towards voice and video calling over the top (“OTT”) applications such as Skype, Tango and Viber, the Internet Protocol (“IP”) pertaining to video and web conferencing could run through a virtual private network (“VPN”) that is approved by the NTRA by implicit communication.

It is believed that the NTRA is handling the regulation of video and web conferencing as a matter of highly acceptable practice rather than a fully legal and/or risk-free service.

Such a highly acceptable practice and the sense of legality of such conferencing solutions in Egypt came as a result of the following:

1. Data based video and web conferencing solutions existed and gained wide use and popularity after the enactment of Law No. 10 of 2003 on Telecommunication Regulation (the “Law”).2. The NTRA grants type approvals for equipment and hardware that are globally known to transmit audio/video transmission through the Internet.

3. Upon the request of ISPs and their corporate customers, the NTRA grants implicit clearances for the IPs utilized through the aforementioned equipment and hardware.4. There are some dated reports by the NTRA on the availability of data-based conferencing solutions in Egypt. 5. The widespread practice of ISPs and their allowance of conferencing solutions traffic over their networks, including those networks of ISPs directly and/or indirectly owning International Gateways (the means for providing international calling services), such as Telecom Egypt and Etisalat.

Having explained the above, it should be highlighted that with the broad wording of Articles No. 21 and 72 of the Law and the regular practice by the NTRA of providing no direct, written clearances on conferencing solutions beyond the aforementioned, passive or implicit clearances, the Public Prosecution may press charges against an ISP availing itself of the conferencing solutions mentioned hereinabove, mainly with regard to the component of allowing audio connectivity through the Internet to locations outside Egypt, which, according to Article No. 21 and 72 of the Law could be categorized as illegal bypassing of licensed International Gateways: a crime which is punishable by either fining or imprisonment of the legal representative of the violating entity – or both.

This is not the only concern, as once again the broad wording of the Law could have the corporate customer or subscriber of a condemned ISP as the latter’s accomplice or even as a primary violator, since it would have availed itself of an unlicensed telecommunication service and provided it to its employees and representatives.

Moreover, in the absence of a precedent and/or a ruling by the Court of Cassation on such an issue, one cannot guarantee that a court of law will adopt the current market and regulatory practice, whether for the ISP, its corporate subscriber or both, at the expense of a Public Prosecutor’s allegations, backed by the broad context of the Law.

conclusion

The following applies to all legal and compliance aspects in any place of business:

1. As a business owner or the due representative thereof, just because such technology may be widely used by everyone and even advertised and sold everywhere, does not mean that it is fully legal or free of risks.2. As a legal adviser, whether in an in-house or private practice capacity, always rethink the obvious and whatever is widely accepted, to secure solid protection and risk control for the persons and entities you represent.

Video and web conferencing solutions are becoming more essential to all types of business by the day. Commercial ventures, universities, training facilities and even social events are becoming fully reliant on such solutions and they have become vital even for the proper development of rural and remote areas in Egypt and elsewhere. Until a new telecommunication law is enacted and duly addresses this concerning issue, it will continue to be more a matter of highly acceptable practice than a fully legal practice.

tECHNology & iPlaw iN foCus


Competition law is a deeply important part of a healthy economic environment, though it tends to be disregarded and overlooked in developing countries. For those practitioners, like myself, who are passionate about ensuring that there is a well-thought through and rigorous Competition law, we are motivated by a sense of fairness and the desire to see the rights of both consumers and businesses of all sizes protected.

The Egyptian Competition Authority is currently working on a draft of a pre-Merger Control Regime, which will require that, prior to closing any M&A transactions, the entities involved should have clearance from the Competition Authority. It is important for businesses operating or trying to invest in Egypt, along with lawyers, to be aware of this draft law, able to give their feedback and discuss what the best model should be. The Competition Authority has shared the draft law with different stakeholders and I believe they are being smart and strategic, putting all safeguards in place so that it will pass.

I have been part of the committee drafting this pre-Merger Control Regime and I consider it to be a marked improvement on previous drafts, all of which were blocked. It is quite detailed and it is designed to equip the Competition Authority with the necessary legal tools it will need to do its job effectively, within a limited time frame. The idea is not to delay business transactions, but the Competition Authority does need to be able to take some time to study the transactions, assess to what extent they may affect competition in the Egyptian market and then either approve them, or in rare cases block them. If the draft law passes as it is, it would be a great development. M&A control exists all over the world, in both developed and developing countries, irrespective of economic background. In Egypt, a draft pre-Merger Control Regime was discussed as early as the 1990s, but it was argued that taking such a measure at a time of widespread economic reforms and privatisation could be a barrier to investment. Instead what was issued was the Post-Merger Notification System, which remains in place to this day, and under which merging entities have 30 days after completing their transaction to notify the Competition Authority that the merger has taken place. Under this system, the Competition Authority cannot block or comment on the transaction; it simply gives a stamp confirming that it has been notified and that is it.

Previously, the Competition Authority was very lenient with this 30 day deadline; parties could in the past have submitted after 60 days, for instance. However, one of the core developments in the enforcement policy of the Competition Authority is that this deadline will be taken very seriously, and any company not complying with this process will face criminal charges. To date, three purchasers were found to have violated the law for failing to submit a notification or submitting it after the 30 day time limit.

34 | Q2 2017 | law today

dr. Mohamed ElFarCounsel, Baker & McKenzie

Competition lawAnd why it is vital for our economic growth

tECHNology & iP


In one situation, a purchaser submitted the notification only one day after the 30 days and it was still found to have violated the Competition Law.

In 2015 the Competition Authority issued guidelines stating that it did not need to be notified about foreign to foreign transactions, even if they had an effect in Egypt. This was confusing because, if, for example an offshore company in the Cayman Islands acquires another in Malta, in theory there does not need to be any notification. However, if each company has subsidiaries in Egypt, then from a practical point of view one Egyptian company is acquiring another, but through offshore companies.

To try to mitigate confusion, the Competition Authority added a new requirement to the Post-Merger Notification System, stating that if the two companies have a combined turnover of 100 million Egyptian pounds in Egypt, and assets, notification is mandatory. There remains a little confusion on the part of law firms, national and international clients as to which transactions are notifiable and which are not.

We understand that the Competition Authority will publish its new guidelines in the very near future to further address those concerns and we expect that notification will be limited to situations where there is a change in control in the target or any other party to the transaction.

In terms of producing this draft pre-Merger Control Regime, we have looked at the experience of both the EU and countries in the region such as Jordan and Saudi Arabia. We have also learned from the experience of COMESA (Common Market for Eastern and Southern Africa), which has a Competition Commission with all the powers of any Competition Authority, to maintain free competition within the COMESA common market.

Put quite simply, without effective Competition law to assess the impact of M&As, there is always the chance that small companies and consumers can be exploited. If there are two companies in Egypt manufacturing a particular product and one acquires the other, there will be one provider of this product. This can lead to a monopoly which in turn leads to fewer choices, higher prices and lower quality.

There are a number of high-profile instances of companies engaging in anti-competitive practices, which shows how harmful this is at multiple levels. The impact of cartels or competitive companies that enter into an agreement to fix prices, essentially to divide the market, is extremely negative. A recent cartel case involved seven suppliers of heart valves to public hospitals and institutions who agreed that they would supply the valves at supra-competitive prices, and that all would

present identical financial offer documents. So the purchasing institutions had no choice but to split the bid between them. This would have ensured that each of the seven suppliers got a slice of the bid or tender at supra-competitive prices. As a result, this has greatly affected the ability of those public hospitals and institutions to purchase heart valves. Consequently, due to their limited budgets, these public hospitals and institutions will have served a greatly reduced number of people. This, the first formally identified bid rigging case in Egypt, is an example of how unacceptable cartels are. Targeting public hospitals, which serve only the vulnerable, is morally reprehensible. People in many jurisdictions including Egypt have termed it a form of theft, because such cartels are trying to take more from the consumer, through reduced competition. This is currently being investigated by the Prosecutor’s office as a criminal case, and it may be referred to the Economic Criminal Court.

Another example of abuse of dominance involved beIN Sports. This was the only company with broadcasting rights for the World Cup, EU Cup and African Cup, all important tournaments for Egyptian viewers. So if you wanted to watch these tournaments you had to subscribe to them. beIN Sports in this instance committed a form of tying, abusing its dominance by imposing on consumers the need to buy an unrelated thing (a “distinct product”). Anyone who wanted to watch the World Cup last year had to subscribe to beIN Sports for a year and to buy a particular decoder. The Egyptian Competition Authority issued an infringement decision against beIN Sports for this tying.

The Competition Authority has a number of investigative tools through which it proves violations, including dawn raids, where it has the right to enter into any business place during working hours, and take copies of any documents or computer systems in the company. It does not need a search warrant; it can enter immediately by law. In most cases, the Competition Authority case handlers are accompanied by police forces.

Though even some legal practitioners in Egypt still do not see Competition law as being important or pressing, I wish to stress the importance of healthy competition scrutiny and the fact that no company – whether big or small, well-connected or not – is immune from it.

This balanced enforcement policy is something to be admired on the part of the Competition Authority. Though it faces challenges in terms of human and financial resources, it nevertheless is delivering a high-quality service. Competition law is a main driver for both business and consumer welfare; it is worth being fully informed about your rights and your responsibilities within this framework that is so vital to our economic growth and well-being.

If there are two companies in Egypt manufacturing a particular product and one acquires the other, there will be one provider of this product. This can lead to a monopoly which in turn leads to fewer choices, higher prices and lower quality.

law iN foCus

38 | Q2 2017 | law today

Hassan Morshedy has been CEO of Memaar Al Morshedy for the past ten years.

He talks to Law Today about how engaging with his target market on multiple levels is core to ensuring his organisation’s success.

Memaar Al Morshedy’s approachto growing the real estate sector.


LT: can you give us an overview of your business approach? In a rapidly growing sector, what do you feel has been key to the growth and success of Memaar Al Morshedy?

HM: Our company was founded by my father, Mohamed Morshedy, who is still the Chairman of the Board. Our founding principle was the idea of building good quality apartments and residential buildings at a decent price.

Starting in Degla, in Maadi, it then expanded. We started to build a community. Most of Maadi comprises upper and middle income families, but once we expanded we started to target purely middle income families. We found that the number of clients coming to us was growing very quickly. We were targeting first 20% of the population, then 25%, and in time our target audiences started to diversify.

There is a huge demand. In Cairo alone, there are 14-15 million people here; half of them are aged between 20 and 35. When we did our feasibility study, we knew there was a demand for 800,000 apartments per year. We grew quickly; we started to invest heavily in land banks, purchasing more land, and we started to invest purely in community housing and middle-upper income families. We wanted to secure this market. Most of the big players in terms of real estate were targeting upper class communities, so there was no one focusing upon our target market.

We asked ourselves what the dynamics were behind this. What differentiates a high-earning community from a middle income community? We concluded that it was a question of design, location and materials. If we can find a good location and international designs, we can have a good formula, for a good price. This combination was key.

The starting price for our apartments was 90,000 LE and the most expensive apartment we had to sell cost 2 million LE. We wanted to establish communities in Maadi, 6 October, Nasr City - throughout Cairo - all with apartments that had international designs. We signed three or four megadeals with Philippe Starck, Marcel Wanders and other big names.

A key to our approach was educating middle income families about design and architecture, illustrating the benefits it would bring to their lives to live in a well-secured compound, with all its advantages. At that point, this had not been available to that market. We have over 32 sales outlets, the most of any real estate developer in Egypt. We want our customers to be able to reach our showroom in ten to fifteen minutes, no matter where they are in Cairo. We will go to them; they don’t have to come to us. In Maadi we have four or five sales outlets; in Nasr City we have three. In all districts throughout Egypt we have a presence and this includes two outlets in the Delta as well.

Once the client comes in, the price of the apartment is a given and cannot be negotiated. But then we explain in detail what our added value is: who the designer whose design is featured in the apartment is, and what he has designed before. The client starts learning about what design is; what the difference is between us and the neighbouring company.

He starts to understand the rationale behind the layout of the apartment and to see how the living room, bedroom and kitchen have all been designed to fit together. He learns how everything is cohesive; it’s all open space, with open views to landscape. It is practical and beautiful.All this had not been included in community housing projects before and we wanted to raise the bar.

There is a component of educating people about how to spend money, particularly as we are largely dealing with youth. We ran a campaign that was very sales driven but also targeted and insightful where we held focus groups with youth aged 25 to 30, to understand how they spend their money. The first thing they want to do after graduating is buy a car, then the next priority is electronics: iPads, laptops and phones. The next thing that consumes money is going out – going for shisha or going for drinks. We started to analyse how we could encourage young people to change their lifestyles and fit in buying an apartment. At that time, the price point in Degla Palms was around 100,000 LE – which is the same price as a car. This compound targeted anyone aged from 20 to 50; any Egyptian family could buy an apartment. It comprised around 500 acres, divided between two projects. It was very beautiful, with all the amenities and facilities you could imagine, including high schools and universities. Between our approach and the service we were offering, it was a hit, as people started to realise that, instead of buying a car, they could buy an apartment. The down payment was 10,000 LE, so they realised they could pay the down payment instead of buying an iPad. When it comes to middle income families, we ask ourselves what they want. They want to be close to the city, in proximity to schools and universities, and they want everything close by: shops, gyms, grocery shops. So we developed custom made projects with everything very close, like a plaza. I lived in LA for seven years and I wanted to apply the LA concept of having everything you need on your doorstep to families who need it in Egypt, because there is a huge demand for that here. It was a good opportunity for us to grab that market and to be very aggressive.

rEal EstatE & CoNstruCtioNlaw iN foCus

40 | Q2 2017 | law today

This is why marketing is also extremely important. We spend a lot on media. We believe it is crucial to be talking to and constantly communicating with the youth – if you are not at the top of their mind, they will forget about you. An article was recently written about us by YouGov, a British entity that ranks brands according to 20 KPIs – how recognisable the brand is, how likeable it is – based on focus groups held with online panels. We were ranked the best brand in 2016 with 40 KPI points; second position was held by Mountain View, which got 20, so we were double the competition. When we were broadcast throughout all industries, we were ranked fourth, which is strange for a real estate company, as we are not a daily use product.

The top brands were as follows: Facebook, Google, YouTube, us, Apple, Nestle. We found it very interesting that our brand was ranked this way, as it shows that marketing and educating the audience is key to building brand value. It’s about being known and being liked and for us it is crucial to always provide value for money.

LT: How do you feel current laws, such as real estate tax laws and rent laws, may affect the market?

HM: I am very happy to have strict laws in real estate because this is especially important when it comes to seeing land permits and knowing that everything is legal, as you put together a deal. Right now there is a huge secondary market of illegal apartments being set up, where the electricity and water get stolen and everything is torn down after three or four years, so the person who suffers is the client who bought the property.

I think the government is doing a great job at the moment; any developer who wants to buy land has to go through an auction with the government so this serves to enhance transparency and adherence to the law.

The legality needs to be spot on. This is key with real estate, as it constitutes a huge investment so it is an important part of preserving the trust and security upon which the whole model is structured. People need to know what the format of the legal contract is, who the lawyer is that they as a client will be dealing with. Our first considerations are always legal and our first recourse is always to a legal consultant, so that we can ask whether the land is good or not, whether the permits are good or not, whether the payment terms are good or not.

LT: How can the law and Egypt’s legal ecosystem help the sector grow?

HM: It definitely can. The government is trying to open businesses and it is in need of money. Egypt is full of land, it is full of desert.

As companies and as the government, we are starting collaboratively to conduct case studies and to look at what would happen if we were to sell the land. Both the government and the army are looking at this prospect, looking at legalising the land and going into partnerships within the real estate sector. The government would go in with the land and the developer would go in with the excavation and anything related to construction and then the government would take perhaps 30% of the profits.

The main thing is the legal part, purchasing the land, getting a lawyer to review the contract, checking the paperwork, seeing the entity. We need to ask whether it has any problems or any unpaid payments. Any lawyer can go to any government entity and check the profile of the company, and of the land specifically.

I would recommend any client to go in with a lawyer for a day to revise the contract, to see if there are any clauses that might cause problems down the line.

rEal EstatE & CoNstruCtioNlaw iN foCus

www.lawtodaymag.co | 39

tHE ZinEdinE ZidanE oF law: rEwriting tHE script

rigHt on timE: suE EllEn Hassouna

mpl inFograpH

lEaping into tHE unknown: dr. kHadiga HaFEZ

knowlEdgE in practicE: towards tHE growtH oF tHE lEgal industry

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42 | Q2 2017 | law today

Rewriting the ScriptArig Ali,Partner, Zaki Hashem & Partners


When I joined law school, it never occurred to me that I would be the only female lawyer amongst a whole intake dominated by young women who would end up becoming a partner at a leading law firm in Egypt. Being a woman was not the issue I worried about at the time. The legal field being a complicated arena, it was only when progressing in my career path that I came to realize that succeeding as a female lawyer would be an additional challenge: an interesting one!

At university, my favorite French professor exhorted us to “Be the Zinedine Zidane of law”. Already a hard worker, this very masculine motto did not really inspire me. My relationship to football has only ever been through tournaments recently held between law firms, which I have had to attend to support our team. Fresh graduates not only often do not know which path in the legal profession they would like to pursue (in-house, private practice, academia) but also which legal field to specialize in. The one thing I was sure of at this young age was that if I wanted to succeed in this career, I had to have the widest possible exposure at the international level. It was during my work as a trainee solicitor in an international law firm in London that I came across Dame Zaha Hadid, a client of the firm. Although I never met her in person and although I have encountered some other amazing strong women in different careers, the late Dame Zaha Hadid remains my favorite leading figure in a male-dominated profession. It was in one of her interviews that I came across a motivational quote that continues to inspire me: “You have to be very focused and work very hard, but it is not about working hard without knowing what your aim is! You really have to have a goal. The goal posts might shift, but you should have a goal. Know what it is that you are trying to find out”.

My first job as a newly qualified lawyer was at the Cairo office of an international law firm. I joined at the same time as a young male lawyer, with one year’s experience. During our probation period, a decision was made at the headquarters to send me to London to prepare me to qualify as a UK solicitor and to let him go! Though sad to see a colleague packing

to leave, what really shocked me was the perspective from which this matter was viewed by some colleagues. I was approached by senior female colleagues and implored to be selfless and ask the management to switch our positions, on the grounds that the other lawyer was a man, providing for a family. Not only was the question of competence not on their agenda, but what struck me was that this idea did not even come from the man himself, but from women! The fact that there was no sense of female solidarity was striking, and disappointing, for me.

My first week at the headquarters in London was an induction. I was the only non-British trainee in this intake and was really impressed by the assertion of commitment to non-discrimination based on gender, religion and race. This law firm, with 500+ lawyers and partners all over the world, was headed by an iron lady, a breast cancer survivor. When you are a trainee coming from a country with a patriarchal culture, like Egypt, and you get to watch a woman like Jennie camping in the office for three consecutive days to get a deal done, the bar will be set very high for you. Being a woman in a male-dominated profession will feel like an issue that fades; gender does not feel like a factor for success in such an environment.

Working hard has never been an issue for me, as I could easily be termed a workaholic. What was really challenging for me when I returned to Egypt was how to deal with the ego of my male colleagues, for whom receiving instructions from women was sometimes a very sensitive issue. The international law firm I worked for applied the 360 degree appraisal system, whereby the feedback of all the fee earners working with the person being appraised is collected in order to assess his or her performance. I remember that when one of my Egyptian female colleagues who had been brought up abroad was promoted to partner, one of the male partners working with her ignored her performance as a lawyer and reported instead that she did not dress according to Egyptian standards, and was too open minded for the office. Our colleagues at the headquarters were shocked by this

comment and decided not to apply the 360 degree appraisal system in the Cairo office from this time.

Joining a leading local law firm is one of the boldest decisions I have ever taken in my career, and it proved to be the right one. At Zaki Hashem & Partners (“ZH&P”), there are lawyers who have been working with the firm for over four decades. One thing I can say I have learned for sure in my career at ZH&P is the art of adaptation. Nevertheless, knowing how to deal with the mentality of older Egyptian male lawyers, win their trust and get them to see me as simply a lawyer and not as a female lawyer is still a challenge for me. I am definitely getting better at dealing with this issue and also gaining a great deal of experience honing my management skills.

As a woman, even if I am a lawyer, I sometimes get butterflies in my stomach due to certain matters I am working on. I used to think that this was a kind of weakness that did not affect men and I used to make a lot of effort to mask my feelings. The harder I tried, the more they became obvious. With experience, I have learned that it is absolutely fine to have these feelings. After all, I am a woman. Women and men think and interact differently. Embracing this fact is such a relief. I get my work done. I do it differently, but with more confidence. I am creating and enacting my own definition of success in this line of work. I do not think this would have been possible without the support, not only of the supervisors I had when I was younger and the open minded senior partners of the firm I am currently working with, but also the support of some of my amazing female colleagues, to whom I shall always remain grateful.

Succeeding as a female lawyer is definitely not easy, so if you are not ready for a bumpy road, do not embark on it. If you do, you must support other women within the profession to carve out their own career paths. After all, as Madeleine Albright once said, “there is a place reserved in Hell for women who do not help other women”.My advice to prospective female lawyers is “Be the Zaha Hadid of law”: keep the passion and keep learning.

ProfEssioNal dEvEloPmENt

Sue Ellen Hassouna

It is no exaggeration to say that Sue Ellen Hassouna is something of a celebrity within Egypt’s legal community. Head of Total Egypt’s legal department, to which she brings extensive experience honed through roles in both regional and international organisations, she is also a prominent speaker on legal topics related to business law, international dispute settlements and white collar crimes.

Sue Ellen is also one of Egypt’s most passionate advocates for the development of young, aspiring lawyers within the legal community. Having long endorsed and served as an advisor to youth initiatives in university and beyond, she is now taking her concrete support to the next level, through her establishment of the Sue Ellen Foundation for Legal Development. This non-profit foundation has the stated aim of empowering Egyptian youth through the rule of law, fighting legal illiteracy by catalysing the growth of legal awareness and understanding.

Talking to Law Today, Sue Ellen discusses her vision for positive change and social empowerment through legal knowledge.

LT: A lot of people talk about making change happen, but you always seem very driven to back your words up with very concrete action. could you tell us how the Sue Ellen Foundation for Legal development is going to actually affect people’s lives?

SH: Yes; it is very important to me that the foundation is not only a force for good, but an organisation that creates change that people can see the impact of, from the very beginning. By launching various events and campaigns, such as legal awareness seminars and scholarships, as well as taking on pro-bono cases, the foundation seeks to use legal knowledge and tools as a means of positive change for individuals, families, communities and – eventually – nations. In the end, what I envision is a community in Egypt that recognizes the importance of law and justice. My ultimate goal is to help people to use the law to improve their lives in a very noticeable way, as well as helping them to recognize their duties and rights as citizens.

LT: we know that, within the framework of the foundation, you are launching an exciting initiative to give opportunities for young Egyptian women to establish and succeed in careers as lawyers. can you tell us more about this initiative, its scope and what it is setting out to achieve?

SH: I am launching an initiative called “Leeha Al Hak” (meaning “She Has the Right”), which is a vehicle for me to promote my core belief - that exceptional education should be accessible to all young women who dream of becoming lawyers, regardless of their economic circumstances. The Leeha Al Hak initiative will therefore finance, support and develop the capacities of a young Egyptian woman from a marginalised background, in this first phase of the initiative. Once we select the chosen candidate, we will provide her with an exceptional legal education by facilitating her entry into law school, in the English section. Not only will we finance her tuition, but we will contribute to her daily expenses by awarding her with a stipend. Finally, we will help her to fully develop her capabilities by providing her with summer internships at the most intellectually demanding, prestigious law firms. The initiative aims to help the candidate fully grow and advance by giving her access to both legal and non-legal courses. The overarching idea is to enable her to fully develop her capabilities so that she can enter into the career she always dreamed of.

Within the framework of this initiative, we have three scholarships to be offered to three young women from marginalised backgrounds. I am offering the first myself and will subsequently challenge law firms, businesspeople and legal institutions to do the same. The idea is for each scholarship to be named after a person towards whom you feel gratitude. So in my case, my scholarship will be named after my mother, to show my gratitude for the unparalleled sacrifices she exerted to help me reach where I am now.

LT: can you tell us more about your motivation and inspiration to launch such an initiative?

SH: Two years ago, I was giving a series of lectures to law students from Upper Egypt and the Delta. During one of my lectures, a female student came and asked me if she could leave early because she had to catch the train back to Menya, where she lived. I discovered that she was travelling from Menya to Cairo back and forth every day - a round trip of almost eight hours - to attend my lectures. She was the brightest and most dedicated student in my class. This moment was a turning point for me in terms of the way it shaped my perspective. Really it gave me a new purpose in life almost immediately, causing me to shift my focus to those young women who are impeded by financial and cultural constraints from achieving their dreams of having a proper education, full support and real chances from our legal community to become exceptional lawyers. Starting at this point, I decided to do what I could to change this, through my foundation.

RigHt on timE

44 | Q2 2017 | law today



LT: what do you hope the initiative will achieve, in both the short-term and the long-term?

SH: In the short-term, I hope to train a talented female lawyer who will prove to our legal community that doors should not be closed to women, and that we should help them overcome financial obstacles and all forms of marginalisation. With the support of the Egyptian legal community, they have the potential to become the leaders of the future. Thus my aim is to raise awareness that we need to stimulate and nurture their abilities to get the best out of them before their dreams fade. They should not be held back by their gender or other forms of social discrimination.

The Queen of Jordan, Rania Al Abdallah, once said “I've always believed that when you educate a girl, you empower a nation”. Our long-term plan, therefore, is to make a difference by changing certain aspects of the culture in our country: not stereotyping lawyers, whether by gender or other social standards. We want to reach a point where any person who dreams of becoming a lawyer has the opportunity to do so. Nothing should be able to stop her if she has the motivation and all legal institutions, including law firms and corporations, should be giving chances to those in need of extra assistance. I believe that there are people with phenomenal skills and capabilities inside them, who simply need someone to give them encouragement and support, and open some doors that are currently closed to them.

LT: You are bringing in some interesting partners to participate in the initiative, in terms of financial investment but also in terms of helping the initiative to grow from a conceptual point of view. what was your rationale behind doing this and what approach did you use to engage these partners in your vision?

SH: In fact, I was approached by many institutions, including NGOs and law offices, to fund and sponsor the foundation, but I preferred to establish and finance it myself. Yet, as this initiative aims to catalyse change within the community, we are challenging legal academies or law offices and businesspeople to match what the foundation is doing. The challenge is for two other entities to sponsor an aspiring female lawyer, so as to provide concrete, meaningful support to three marginalised women by the end of the first phase of the initiative. I really hope that these entities will be fully engaged in the challenge, giving the young lawyers any assistance they may need during their four years at law school, and providing support to help them access internships or courses. The rationale behind this concept of the challenge is to share responsibility with a specific, privileged, sector in our legal community so that it participates in the community’s own comprehensive development, by helping it to become more accessible and more egalitarian. There are sectors within this community that need to absorb the fact that, by focusing on the development of only the privileged, we are limiting the possibilities available to the community itself. We need to start paying real attention to those who are in need of our assistance and to become their

role models and mentors, for the sake of the whole community developing.

LT: You have clearly established yourself as a leader in your field – a young, female lawyer who is well respected and well connected in a male-dominated industry. This is a remarkable achievement in itself. Is it fair to say that your experience of overcoming challenges as a woman has been a significant factor motivating you to provide opportunities to other women? can you talk to us about the kinds of challenges you have had to overcome to get to where you are, and how you have dealt with them in your career so far?

SH: There are a lot of challenging jobs out there for women, but it seems that being a female lawyer in Egypt may be one of the toughest. My LL.M. thesis supervisor once told me “Sue Ellen, when I see you, I see three things: you're a woman, petite, and part of a minority. You will be judged based on these things, so be tough and show your community that you can do whatever you set your mind to." The hardest challenge is the pervasiveness of gender bias and inequality. Of course, this obstacle is not unique to lawyers; it is an obstacle encountered by women irrespective of rank or profession. Specific to the legal field in Egypt, it is crucial to note that, although women are earning law degrees at a rate similar to men, we are still far behind men in the workplace. In my case, I overcame the challenges I faced by exerting triple the effort to develop my legal skills and knowledge, to prove to the community that women could be as successful as men in the legal field. By launching the Leeha Al Hak initiative, I hope to develop a model that will allow our legal community to effect positive changes.

LT: Are there aspects of Egypt’s legal sector that need to be altered in order for there to be more opportunities for women leaders to grow?

SH: Egypt’s legal profession still best suits a lawyer who has a spouse at home who looks after the household and children. Because of social and cultural norms, this makes it much easier for men to get ahead in this profession than women.

The legal profession should not only take note of the effective professional roles played by women during recent decades within developed countries, but should also invest time and concrete resources in helping women in Egypt to take on such roles as well.

Becoming a lawyer is widely regarded as running counter to a woman’s natural feminine traits, as successful lawyers often need to be assertive, persistent, sometimes argumentative and outspoken. This is challenging for any woman from the developing world. The Egyptian legal community needs therefore to undergo a cultural shift, so as to understand, internalise and allow for the reality that male attorneys can be just as hard working and sympathetic as female ones, and women can be just as aggressive as men in our legal field.

I am launching an initiative called “Leeha Al Hak” (meaning “She Has the Right”), which is a vehicle for me to promote my core belief - that exceptional education should be accessible to all young women who dream of becoming lawyers, regardless of their economiccircumstances.

2000 Training Hoursconducted more than


46 | Q2 2017 | law today

IMPORTANT STATISTICS

LAW SCHOOLS GRADUATES EACH YEAR

MEMBERSOF SYNDICATE

AND ONLY 25INTERNATIONAL

LAW FIRMSIN CAIRO

12 45,000 383,000 25

Net FDI (Foreign direct investment)inflows rose by

Net FDI reached to in 2016

The Egyptian Government aims to attract foreigninvestments over the next four years

7.2%

$ 6.84 BILLION

$ 60 BILLION

THEISSUE

!There is a huge demand on corporate lawyers in Egypt. Why? Because Egypt has access to large key markets through various multilateral and bilateral trade agreements with the USA, European, Middle Eastern and African countries; which secures benefits to Egyptian market in many fields such Tourism & Hotels, Education, Press, Entertainment and Leisure Activities, Housing, Agriculture, Mining & Technology...etc.

SO WHAT MAKES A GOOD CORPORATE LAWYER?

?

The investment is linked to the law so in order to create a suitable environment for investments you need to check your internal regulations first and make sure they encourage and attract the investors, which is done by issuing the New Investment Law no 72 of 2017 which offers many advantages such as:

1. Foreign investors will be given a residence permit throughout the period of their investment project.2. Investors will have the right to repatriate profits outside Egypt and receive foreign funds to finance the project without restriction.3. Facilitation of the liquidation procedure can be finalized within 120 days.4. Investors may hire foreign employees comprising up to 20% of their staff instead of 10%.5. The new law also introduces three types of incentives.

STILLCONFUSED

01 02Corporate lawyers usually deal with foreign clients where you need good legal written and spoken English. So immediately there are two challenges: the first is to enhance your level of English and the second is to enrich your legal terminology and understand how to use it within a legal context.

Your entrance into the world of a corporate lawyer starts with understanding the Egyptian corporate law and the new Investment law 72 of 2017. Tasks as a corporate lawyer will centre around three phases of a company’s life, as follows:

Taxes are among the main sources of revenue for the country and corporate lawyers should be aware of tax regulations, so as to utilize their privileges to help their client to grow their businesses.

The business environment is full of agreements made between businesses and individuals. Most businesses use formal written contracts when engaging in their operations. Written contracts provide individuals and businesses with legal documents stating the expectations of both parties and outlining how negative situations will be resolved. Contracts also are legally enforceable in a court of law so drafting contracts can be considered one of the most essential skills for corporate lawyers. Contracts should therefore be:

LANGUAGE

03CONTRACT LAW

04TAX LAWTHE CORPORATE LAW

•-

-

-

•------

•

-

--

FormationChoosing the company type, according to its activity.Understanding the laws regulating the company.Drafting the company’s purpose, based on how it achieves its goals.

Post-Formation AmendmentsGeneral Meeting Corporate litigationM&AsOffshoreRepresentative office...etc.

Liquidation

Drafted in plain language, to be easy to understand;Well structured; Devoid of common drafting mistakes.

48 | Q2 2017 | law today www.lawtodaymag.com | 49


50 | Q2 2017 | law today

Lecturer of Public International Law at the Law School of Ain Shams University, talks to Law Today about the importance of self-belief and pursuing your goals, no matter what the obstacles in front of you may be.

LT: can you tell us a little bit about your career story? How did you get to where you are?

I graduated from the French department of Ain Shams law school, and then went to Lyon for a year to do my Master’s degree, having been awarded a scholarship by the French government. Upon returning to Egypt I was appointed by the University of Ain Shams as an Electoral Assistant in the law school, and I worked here for nearly two years, but then I decided to return to France to do my PhD.

I had to apply for another scholarship, which was not easy because most scholarships are offered for less than four years. But I was determined to try my best because I saw this as an opportunity to really do something significant for the scientific side of my career. Finally, I was awarded a scholarship by the Egyptian Ministry of Higher Education for four years.

I wanted to combine the study of public international law but also the corporate and business side of the industry, so

finally chose to look at the Trade in Services Agreement, which is one of the agreements of the World Trade Organisation (WTO). I wanted to know how we trade in services and specifically what the legal status of developing countries in these agreements is.

However, after four months of working exclusively on my PhD, I realised I could not continue without seeing the inner workings of the WTO and how these kinds of agreements are executed.

I was fortunate enough to secure what was initially a three month internship, later extended to six months, and then work as a consultant that lasted two years altogether. I moved from Lyon to Geneva to pursue this opportunity.

During this time, I would work at the WTO until 6pm every day, then go home and work in the evenings on my PhD. It was only during the weekends that I didn’t work. This offered me a unique chance to combine theoretical and practical experience. Although it was extremely tiring trying to balance work, my PhD and

enjoying my life in Geneva, it was also an amazing time of my life. Following this, I went back to Lyon and focused intensively on my PhD for a year and a half, which was another very intensive period.

My scholarship was only for four years, so I was really determined to finish my PhD within that time frame, though it was extremely challenging. Finally, I defended my thesis within this time frame and got a very good grade.So I returned to take up my position here at Ain Shams University. I was appointed vice-President of the French department and I had my work as a lecturer in public international law and international organisations.

In my second semester back at Ain Shams I wrote part of a book about international organisations, and this was another big challenge because it was in Arabic, a language I had not used professionally in four years. So as you can see, my career has been varied and full of challenges even though it is still in its early stages.When it comes the challenges I have

into the unknowndr. Khadiga Hafez


Try to focus on the present moment; ask yourself what you have to do today and try not to worry about tomorrow.

faced that were not work-related, one was simply travelling alone, especially in our culture. People used to ask me why I was pursuing this path, to tell me how young I was, that I was not supposed to do this as a woman. But it was really what I wanted and I was so focused on it. I felt that God brought me this scholarship and that it was meant to be. All the people who supported me saw something in me, and I also believed greatly in my own determination to succeed.

At the university itself, I can say honestly that I have never faced challenges on the administrative side except that other professors always think I am student! The first time I went into the auditorium to lecture and saw 3000 students, it was quite a shock for me and I think also a surprise for them. As a young, unveiled woman, I think it was difficult for them to understand at first that I was their professor. At the beginning, I had to have a bit of a poker face to keep the lecture calm and ordered. But in time, I started to become more relaxed.

LT: what tips would you give to people

wanting to build a career within the legal industry?

You must try to know exactly what you want and this is not easy. We go to school, university, or work and don’t have a lot of time to reflect on what we really want to do but knowing what you can be engaged and happy doing helps a lot. You have to believe you can do it. You will have many people tell you that you cannot do what you set your mind to, so you must believe in yourself. At the same time, you have to be satisfied with where you are at any given moment. If you are here, now, that means you are in the best place for the time being, and you should focus on that.

The most important thing is the support of your family and friends. Without people to support you who are sure you can succeed, it is easy to become lonely and demoralised. Academia is so focused on work, research, books, conferences; it is not a profession where you have colleagues to meet every day, or where you find a community. I would advise people to travel a lot. See as much as you can; explore cities, meet people from

other cultures. Try to focus on the present moment; ask yourself what you have to do today and try not to worry about tomorrow. I realised that, if I allowed myself to keep thinking about everything I had to do, I would never do any of it.

You have to love yourself and be your own advocate. Don’t underestimate yourself. Negative thoughts abound, especially in Egypt. You can allow that voice in your head to have power - I don’t have experience, I am a woman, people will never accept me. I say, don’t believe this. Don’t limit yourself. It is always better to try and to see what will happen. Give yourself some value and have the confidence to introduce yourself and to talk about what you want to do. Negative thoughts are a waste of time; try not to give them any space.

Finally, remember that you don’t have to be the top of the class to succeed. I have seen many examples of people who were not exceptional in college but who worked on themselves professionally and were able to achieve great things.

I realised that, if I allowed myself to keep thinking about everything I had to do, I would never do any of it.


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54 | Q2 2017 | law today

LT: can you give us an overview about MPL? what led you to establish this organization and what goals do you seek to achieve?

IM: MPL is an abbreviation of “My Professional Lawyer” and has existed as an idea since 2010, when I was in my second year at Cairo University. At that time I felt the absence of such a place as MPL, where I could further develop my legal skills, particularly from a practical perspective. What we gain throughout the four years of legal study here is purely theoretical and does not address the practical aspect of the profession. After graduation, in 2014, I met Mohamed Adel who had graduated from Ain Shams University. I shared with him this idea and together we agreed to establish a company that would provide practical legal training to both law students and professionals. In 2016 we formally established MPL as an LLC and since that day we have been living the Egyptian dream with one clear goal: to change the face of legal education in Egypt.

We wanted to bridge the gap between the knowledge and skills of students graduating from the country’s top schools of law – which are great, but largely theoretical – and the needs of the legal market. This gap has led to a lack of qualified and competent young lawyers, who have both the legal background and the

practical experience to join international law firms and start adding real value from day one.

Our vision was to create an alternative legal educational model, where attorneys at law would have a new methodology of thinking based on action, practice and critical thought. Studies indicate that people learn 70% of their knowledge by doing, 20% through self-study and only 10% by attending a course. The key is to change the mentality. We are so used to learning in a lecture theatre, listening to someone talk for two or three hours and then trying to simply memorize large amounts of information. This theoretical rote-learning is not conducive to real knowledge acquisition.

As a law student, your choices are often limited. Litigation is oversubscribed. Prosecution is highly desirable but inaccessible. Many students remain blind to the fact that you can enter the corporate legal field.In college you are often taught that people only seek the assistance of lawyers when they are in trouble, although of course this is a narrow way of viewing the legal field.The reality is that law regulates our lives and our businesses. It is impossible to start or invest in a business without a solid understanding of the corporate legal framework. From a practical point of view, business = law. The entire investment system in Egypt necessitates a skilled lawyer with great knowledge of the

corporate regulatory framework, as well as how to procure the required licenses. Even the post-formation stage of establishing an entity can include for example:

• Formalizing the establishment procedures • M&As• Compliance/ Corporate Governance/ DDR• IPO• Liquidation

In addition to knowledge, the lawyer working on these processes needs good technical skill in drafting contacts accurately, whether in Arabic or English.If we really want to incentivize investors to invest in our country we need to ensure that we have excellent legal practitioners who can understand, interpret and translate the law and all regulations to their prospective clients. The investors need to know they are in good hands.

LT: given that you consider your company to provide an alternative legal educational solution, can you outline what precisely you see as being the value that MPL adds to the legal market or to law students & practitioners?

IM: I believe that MPL adds value and impacts the industry in the following ways:• Changing entrenched mindsets • Opening up career paths


• Broadening opportunities• Providing chances for networking

LT: what teaching style does MPL follow? How does this give you an advantage compared to other legal education providers?

MA: We have specific standards and yardsticks for our teaching methodology, all of which are based on the fundamental principles of interacting, coaching and mentoring, and examining. For many decades, schools of law throughout Egypt have followed the same outdated way of teaching. We want to put the focus on students learning through interaction, not just by listening; so we encourage presentations, debates and open discussion. Students have the opportunity to ask questions, to interrogate established principles, to ask questions if they don’t understand a topic, to listen to one another’s point of view. This helps them to see the law as something vibrant and living, something that really does govern all our lives.

They can become creative legal practitioners because they understand how to build arguments effectively and how to respond to the assertions of others.We believe this approach, more than any other, gives us an advantage compared to other training institutions. We have also found

coaching to be an effective development tool. It is crucial to sit with the trainee on a regular basis, to help them assess their progress, promote self-reflection and accountability and encourage them to track their own development.

LT: what criteria do you look for in your instructors?

MA: The first thing we look for when it comes to hiring a new instructor is practical experience. We seek out those with a minimum of seven years of work experience, who have been Heads of Department and Partners, perhaps at a prominent international law firm, bank or multinational corporation. We also ensure that the instructor can deliver the content according to our methodology, by applying TOT standards. It is of course crucial for us that the instructor will encourage this interactive, exploratory environment. Sometimes you find someone who is perfect on paper but who can’t teach or mentor.

LT: How does MPL plan to expand in the future?

IM: We are planning to expand initially in Egypt, to cover the needs of lawyers all over the country. We want to ensure that all Egyptian lawyers have the same opportunities to get a decent legal education and that they

are actively mapping their career paths. Development comes as a result of having a target first.Following this, we plan to establish a presence in Saudi Arabia and other GCC countries, and to hold training sessions there for the private and governmental sectors. We are currently registering MPL in the UK as an offshore company. We will also be launching our branch in Alexandria next August.

LT: could you summarize what MPL has achieved so far?

MA: We hold monthly courses, inside our premises and in-house. We have trained the legal teams of many multinational corporations in Cairo and Alex. Our achievements include the following:

• Conducted 1200 hours of training to private practice lawyers, in-house lawyers and law students.• Provided law firms with qualified, high-caliber individuals, who have the legal knowledge that will empower them to deal with real work challenges.• Organized in-house tailored training sessions and workshops.• Participated in legal events, such as conferences. • Earned accreditation from top-notch legal educational entities (e.g. TOLES).

knowledgeIn praCtICeIbrahim Mosad and Mohamed Adel, co-Founders of MPL Legal Academy, explain to Law Today why an active and participatory approach, that encourages young lawyers to question and discuss, is vital for the growth of Egypt’s legal industry.

towards the growth of the legal Industry


FasHion: summErtimE

tEcH rEviEw: artiFicial intElligEncE EnablEd dropsHipping in mEna

rEstaurant rEviEw

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Dolce & Gabbana

SuMMeRtime

AND the living is easy. With the warm weather just kicking in and everyone rested and refreshed from the Eid vacation, what better time to spring-clean your wardrobe – the better to invite in some of the spring/summer season’s best trends.

Here at the Law Today offices we have been eagerly awaiting the first opportunity to road-test our favourite looks on a weekend getaway; whether your destination of choice is Sahel or somewhere a little further afield, these relaxed and dreamy styles are sending us straight in search of a mini-holiday. What else are these long, hot summer weekends for?

A markedly fairytale feel pervaded some of this season’s collections. At Mary Katrantzou, the bold picture-book designs and accessories each told their own story; while at Yanina Couture the designs had the flavor of a Russian folk tale.

Q: ‘How do I pack the perfect capsule wardrobe?’A: ‘The key is to find a few quality pieces which can all be combined together – and which don’t need ironing! Pair a couple of white blouses or T-shirts with comfy slacks – stick to a neutral palette and it then becomes easy to accessorize these. Always pack a blazer – useful for outings to smart restaurants! My favourite must-have item for accessorizing is a scarf – it also keeps me warm if I’ve misjudged the weather or if the AC is just too strong!’

The fashion world has been following this edgy Egyptian jewellery designer since her appearance at the London Fashion Week catwalks in 2006. Fahmy first decided to train in jewellery-making after coming across an art book in German about medieval European jewellery.

Despite the language barrier and the book’s prohibitive price, she became fascinated with the designs – and decided to become a jewellery

maker. Today, her distinctive yet timeless style translates across all languages and continents.

Her handmade jewellery combines precious stones and metals with traditional Egyptian designs and calligraphy. ‘To immortalize heritage’, her website proclaims, ‘some write books, others take pictures; on the other hand, we design jewellery’.

Azza Fahmy Jewellery

Wishlist

Once upon a Time

Weekend

City breaks seemed to be something of a theme on the men’s catwalks, where the vibe was ‘effortless

cool’. At Giorgio Armani, laid-back two-piece suits in

light-coloured fabrics looked invitingly

comfy; while KTZ provided a twist

on a monochrome ensemble, pairing a

light spring jacket and trousers with Catalan espadrilles – a sporty look with a clear nod towards the summer!

City Style

The spring/summer 2017 catwalks signaled a return of romance. Long flowing dresses and skirts, loosely draped fabrics, and easy-to-wear light shades with the odd pop of bright colour – this season’s catwalks seduced us with their easy elegance.

Love is in the Air

Backto School A key trend on the ladies’ catwalks from spring to summer has been formal menswear turned into womenswear – pinstripes, smoking jackets, well-cut suits, tailored trousers. The ‘Oxford girl’ chic was prominent across several collections; at Lanvin, flowing, unstructured lines were combined with boyish pinstripes to create a showstopping look, whilst at Mulberry versions of the classic feminine suit had been updated with a youthful twist.

Getaway


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what is dropshipping? Dropshipping is the term used when a merchant no longer keeps certain products in stock but purchases them only upon request and ships them to his customers’ doors. By contrast with the classic supply chain this is a very viable business model, minimizing risk and cost. The merchant does not have to worry about inventory management and maintenance or pay extra for logistics related to shipping and storage, though this comes at the cost of a minor reduction in profit margins. Dropshipping is one of the few business models where you don’t have to spend money before a customer actually pays you, so it is favoured by self-funding start-ups. dropshipping Landscape The Internet and the advent of e-commerce allowed a plethora of web and mobile applications to emerge. Amazon, Ebay and AliBaba became pioneering global e-commerce websites, diversifying to incorporate not only e-commerce, but robotics, cloud, and payment services. Now it is easier than ever for newcomers to start an e-store and keep it running at a minimum recurring cost. However, start-ups must still innovate when it comes to the brand, quality, and user experience, to compete with large retailers and megastores. The user Experience Such breakthroughs and disruptive technological advances have shaped the mindset of customers in the new millennium. Nowadays customers are not satisfied with a website that merely allows them to shop online. The usability of the applications, either web or mobile, drives their conversion rates. The valuation of these digital businesses is closely bound to their ability to keep their customers engaged with their systems through e-mails, SMSs, push notifications and call centers. Loyalty programs such as gift cards, coupons, vouchers and promo codes entice customers into buying more. MEnA Startups Even though entrepreneurs like Ronaldo Mouchawar founded Souq.com and pioneered the e-commerce industry in the MENA region, there was still a gap for many years when it

came to importing very well-known brands So intimidating was the challenge that even giants like Amazon, Ebay and AliBaba dared not take the risk. Successful product delivery necessitated an existing supply chain and logistics on the ground in the region. This alone was motivation for Amazon to recently acquire Souq.com and take advantage of its existing ecosystem. Still, a few start-ups have penetrated the market when it comes to imported products. Websites like Edfa3ly, Lynks, Eshtereely, BorderLinx, ShopUSA, MyUS and MartMax allow a customer to copy the hyperlink of the desired product to their website. The product data is automatically retrieved from the original retailer.

I believe that this is where advancements in Natural Language Processing - a field of AI - could be incorporated to allow the systems to glean more information about the product. It seems none of these start-ups have yet done this, but I believe it to be a very viable application of AI that could boost the user experience. In March 2017, BorderLinx signed a partnership with Vestiaire Collective which would ensure the growth of BorderLinx and offer Vestiaire Collective an enhanced logistical network, to reach more customers and increase customer engagement. I personally believe that BorderLinx is making use of an AI system that enables them to automatically classify and generate Harmonic System Codes (HS) for newly added products. This is just one way of enhancing existing dropshipping online solutions, to deal with a dynamic product database. This is where automation comes in handy at scale. Later in April 2017, BorderLinx teamed up with ELOQUII, the influential fashion retailer. Together they plan to provide a unique user experience across borders.Edfa3ly was first launched in 2010 with a self-funding budget of roughly USD $20,000. It blossomed during the Arab Spring. In 2013, Edfa3ly raised two rounds of funding, totalling around $150,000. Recently Lynks was featured on a popular local TV show. The show is the first televised on-air competition for Egyptian start-ups, hosted by Lamis El Hadidi. Lynks continues to diligently add new features, such as live bidding and premium subscriptions, to their platform. Moreover, they offer a lot of promo codes for discounts through their social

media channels. MartMax is a newcomer and hence expected to take advantage of recent breakthroughs in technology, while building its platform and making use of a thriving and stabilized market. The Future is now Artificial intelligence is a term that is causing a buzz and it seems it won’t cease disrupting the status quo in the near future. Amazon were pioneers within the global e-commerce industry by introducing machine learning-based product suggestions to customers. Such suggestions are based on predictive analytics, performed on innumerable customer records and interactions with Amazon’s system stored over time. AI boosts the conversion rates of customers by making the products in which they are most likely to be interested in easily accessible. Customer Relation Management (CRM) tools, crucial to the sustainability of such businesses, also benefit from machine learning algorithms. A major Key Performance Indicator (KPI) for such systems is response time. So a classification algorithm is used to map customer requests and complaints and convey this information directly to the support team in charge of customer requests. Even though it may seem an obvious step, the intervention of intelligent machines saves businesses a lot of time when applied at scale. Even a one millisecond delay in e-commerce can affect sales negatively by 1%. Artificial Intelligence empowers businesses with intelligent routing and by scheduling algorithms to optimize resources, logistics and shipping. By minimizing the cost, time and effort, maximizing revenues and above all giving customers a user-friendly experience, AI truly promises to be the wave of the future, taking us into a new era. Before you embark on your dropshipping experience as a customer, there is a chance that you are now also considering starting your own dropshipping business. Believe it or not, it is easier than you may think, using Shopify and Oberlo.

See you featured in start-up news.

Mustafa Qamar-ud-Din is an entrepreneur who specializes in the use of computer technology to solve real-world social challenges. Find out more about his work by visiting the website of his start-up, mQubits: http://mqubits.com

Artificial intelligence, once existing only in the imagination of great writers such as isaac asimov, has now become a reality we take for granted. leaving aside the pessimistic views of those who fear robots and automation, the truth is ai is a real game changer and enabler for governments, businesses and start-ups. E-commerce and related industries such as dropshipping have benefitted in unimaginable ways from the breakthroughs in ai. i was first introduced to dropshipping start-ups when i wanted to purchase a newly published book from amazon. perhaps unsurprisingly, the merchant did not support shipping to Egypt. It is not uncommon to find friends on social media asking who is able to bring difficult-to-obtain items from outside of Egypt. such demand in the market has offered a brilliant niche for entrepreneurs.

enabled dropshipping in menamustafa Qamar-ud-din


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62 | Q2 2017 | law today

the birdcage is a veritable cairo institution for thai food lovers. nestled on the first floor of the Intercontinental Semiramis, it embodies much of what you might experience in an upmarket restaurant in Bangkok: unobtrusive service, thai music playing at low volume in the background, wood, wicker and silk scarves providing understated decoration; and in pleasing contrast, food that is bursting with flavour.

we started with satay kai and neua (chicken and beef satay), tender meat marinated in turmeric, coconut oil, salt and sugar, then grilled in a satay sauce of peanut butter, massaman curry paste and fish sauce. With the richness of creamy sauce offset by the kick of chilli, this is a decadently more-ish dish.

The second starter of tord mun pla (fishcakes) was contrastingly light, with a crunchy, deep fried exterior. Inside, a mixture of sea bass filet and basil, green beans, fish sauce and a hint of red curry paste gave a taste of fresh herbs and the sea. pair with chilli oil and sweet chilli sauce for something a little stronger.

without a doubt the pièce de résistance of the entire meal, the keang kuoa koong sapparod (shrimp and pineapple curry) perfectly balanced

sweetness and spice, with aromatic lemongrass adding a slightly sharper edge. meanwhile the beef dish, neua kata rorn, eschewed creaminess for a combination of garlic, oyster sauce, basil, chilli, lemongrass, fresh vegetables and bamboo shoots.

Dessert was once again a subtle balance of different textures and flavours. sakhoo kati mantesh (sweet tapioca with sweet potato) was served in coconut milk and accompanied by vanilla ice cream and fresh melon, passionfruit and pear. kloy tod (deep fried bananas), drizzled with honey and coconut shavings, was served with ice cream and candied orange.

ideal for a business lunch or a long leisurely evening of conversation, a visit to the birdcage will leave your stomach replete, your palette zinging pleasantly, and your cravings for Thai food satisfied. It more than lives up to its reputation.

rating: 9/10address: semiramis intercontinental Hotel, corniche El nile street, garden city, cairotelephone: 02 27988000


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Renewable eneRgy - lawtodaymag.co · Renewable eneRgy The future is here Q2 2017 ... The last quarter has seen Law Today consolidate several important aspects of our business