One of the first global law firms to establish a presence in the Middle East, Shearman & Sterling has extensive regional experience and an integrated global network of offices providing top-tier legal services. We have represented clients on groundbreaking deals and precedent-setting projects that have led to the emergence of the region as a dynamic financial center. We have also represented clients on some of the most complex disputes arising out of construction and development projects, investments, acquisitions and joint ventures.

We provide exceptional service to both regionally based clients and foreign investors seeking opportunities in the Middle East, including multinational companies, government ministries, state-owned companies, banks, contractors, investment agencies and financial sponsors. These clients turn to us because of our distinguished record in M&A, project development, finance, financial regulation, capital markets, private equity and dispute resolution, as well as our deep experience in the construction, energy and infrastructure industries.

A pioneer in the field of financing in the region, we have advised on two of the largest project bond financings in the Middle East and on groundbreaking Shari’ah-compliant financings, such as the first power project in the Middle East that included financing from Islamic banks and the largest-ever oil and gas Islamic financing. Our track record also includes successfully representing Dow Chemical in an ICC arbitration arising from the failed joint venture with Petrochemical Industries of Kuwait, in which a $2.47 billion award was rendered in Dow’s favor — the largest commercial arbitration award ever.

In addition, we have worked closely with governments to draft new laws and regulations. We also worked with the Emirate of Abu Dhabi in 1971 to create the Abu Dhabi National Oil Company (ADNOC), helping them establish a new era in Abu Dhabi’s economy. We established an office in Abu Dhabi in 1975 to assist our clients in transforming Abu Dhabi into one of the world’s most important energy centers. More recently, we have been advising Abu Dhabi Global Market (ADGM) on its establishment as an international financial center in the United Arab Emirates and the UAE government on reforming its financial regulatory framework.

With the success of our longstanding presence in Abu Dhabi, we opened an office in the Dubai International Financial Centre in 2015. From our hubs in the UAE, we continue to represent clients on some of the region’s largest projects, premium domestic and foreign investment transactions, and major international arbitrations.

The economies of the Middle East have continued to diversify in recent years, especially in the Kingdom of Saudi Arabia. To support the Kingdom and its domestic clients, Shearman & Sterling formed an association with Dr. Sultan Almasoud & Partners in Saudi Arabia in 2015 to create a top-tier Saudi law practice with an office in Riyadh. The association harnesses the firm’s global network with Dr. Sultan Almasoud & Partners’ Saudi experience to provide legal support on local and cross-border mergers and acquisitions, private equity, capital markets, corporate reorganizations, foreign investments, project development, dispute resolution and regulatory matters.

Experience 

Banking & Finance

  • A Middle Eastern government-related entity | on the leveraged recapitalisation of a TMT-related business in the UAE.
  • Abu Dhabi Global Market | on its establishment as an international financial centre.
  • The borrower | on the $6 billion term loan facility for a state-owned entity in the UAE.
  • The borrower | on the $2.25 billion term and revolving credit facility for a state-owned entity in the UAE.
  • The issuer | on a SAR 1.5 billion local currency Sukuk issuance in Saudi Arabia using super-prime real estate assets.
  • Jabal Omar Development Company | on its SAR 2 billion Sukuk programme through a private placement.
  • A European construction company | on the restructuring of c. $3 billion funded and unfunded facilities extended by local, regional and international banks to fund various construction projects in the UAE, Saudi Araba, Oman and Qatar.

Capital Markets

  • ADNOC Distribution | on its IPO and Abu Dhabi Securities Exchange listing, one of the largest public offerings in the UAE, and one of the first listings to be done under the Emirates Securities & Commodities Authority’s new listing regulation.
  • The initial purchasers | on Abu Dhabi Crude Oil Pipeline LLC’s inaugural $3.037 billion bond offering.
  • The underwriters | on the $814 million bond offering by ACWA Power Management and Investments One Limited. The bond structure is first-in-kind in Saudi Arabia.
  • Takween Advanced Industries Company | on its rights issue on the Saudi Stock Exchange. This landmark offering was the second largest rights issue under the tradable rights framework introduced in the Kingdom in 2012.
  • Raydan Cuisines & Restaurants Company | on its IPO on the Parallel Market of the Saudi Stock Exchange.
  • The underwriters | on the IPO and London Stock Exchange listing of the Egyptian company, Integrated Diagnostics Holdings plc.
  • The underwriters | on the IPO and listing on the Egyptian Exchange of Cleopatra Hospital Company S.A.E.
  • Emaar Misr | as issuer on its EGP 2.8 billion (approximately $300 million) IPO and listing of shares on the Egyptian Exchange. This represents the largest IPO on the Egyptian Exchange since 2008.
  • The underwriters | on the IPO and listings on the Egyptian Exchange and London Stock Exchange of Edita Food Industries S.A.E.
  • The underwriters | on the proposed privatization, IPO and listing on the Egyptian Stock Exchange and London Stock Exchange of Banque du Caire.
  • Chemical Industries Holding Company | on the sale of its shares in the Eastern Tobacco Company under Egypt’s IPO program.
  • Emirates Sembcorp Water & Power Company | on its $400 million bond offering.

International Arbitration

  • A Middle Eastern energy company | in an ICC arbitration in Abu Dhabi against a Middle Eastern insurance company arising from the termination of an insurance policy.
  • An international consortium of contractors | as Claimants in an ICC arbitration against a Middle Eastern State arising out of the design and construction of an airport. Close to $1 billion was at stake.
  • EGAS | in three arbitrations, involving claims in excess of $4 billion, arising under a tolling agreement governed by English law and a related long-term gas supply agreement governed by Egyptian law. All claims raised in the three arbitrations were dismissed. 
  • An Asian State-owned entity | member of an international contractor joint venture, in a dispute with a Middle Eastern State-owned entity related to the construction of a large petrochemical project.
  • A Middle Eastern aviation company | in an LCIA arbitration in London against a European aircraft components supplier arising from an agreement for the establishment of a business in the Middle East.
  • A major Middle Eastern national oil company | in a dispute with a multinational oil services provider arising out of the termination of a rig hire agreement pertaining to three offshore rigs. Over $700 million is at stake.
  • A major National Oil Company (“NOC”) | from the Gulf region in relation to the decommissioning of oil wells and the allocation of costs arising from the same between various stakeholders. Over $1 billion is in dispute.
  • Abu Dhabi Global Market (ADGM) | on the establishment of the ADGM Arbitration Centre, and on its agreement to host the first representative office of the ICC Court of Arbitration in the Middle East.
  • EGAS, EGPC and the Arab Republic of Egypt | in an $8 billion dispute arising from the termination of a long-term gas supply contract relating to the export of Egyptian gas to Israel. The claims were settled for no payment by our clients. We advised on the structuring of a framework through which Israeli gas could be exported to Egypt to be liquefied and re-exported to international markets.
  • The Arab Republic of Egypt | in an arbitration under the UNCITRAL Rules, administered by the Permanent Court of Arbitration, in relation to a petrochemical plant. Over $2 billion is at stake.
  • The Dow Chemical Company | in an ICC arbitration in London against Kuwaiti Petrochemical Industries Company (PIC) arising out of the failure of the latter to close a large joint venture transaction governed by English law. Dow was awarded more than $2.47 billion.

Mergers & Acquisitions and Private Equity

  • ADNOC | on the disposal of an interest in ADNOC Refining to Eni and OMV where the company was valued at c. $19 billion. 
  • ADNOC | on a new strategic partnership with OCI N.V. to create the largest export-focused nitrogen fertilizer platform globally, and the largest producer in the MENA region.
  • ADNOC | on a strategic investment in global storage terminal owner and operator VTTI. 
  • Mubadala Petroleum | on the purchase of a 10% stake in the Shorouk Concession in Egypt, where the super-giant Zohr gas field is located, from Italian energy company Eni S.P.A. for $934 million.
  • Mubadala Petroleum | on its purchase of a 20% stake in the Egypt's Nour North Sinai Offshore Area Concession. 
  • Baker Hughes | on its entry into a joint venture agreement with Saudi Aramco to create a facility in the Kingdom of Saudi Arabia to manufacture non-metallic materials, which will be used in a variety of areas of the energy industry.
  • Dussur and Saudi Arabian Military Industries | on their joint venture with Figeac Aero to produce military and commercial metallic aero structures in Saudi Arabia.
  • Byco Busient Inc. and its co-investor Abraaj Mauritius Oil and Gas Limited | on the restructuring of their joint venture to enable Byco Petroleum Pakistan Limited to undertake a material refinery upgrade project.
  • ICE | on its partnership with ADNOC and nine of the world’s largest energy traders on the launch of ICE Futures Abu Dhabi, a new exchange in Abu Dhabi Global Market that will host the world’s first Murban crude oil future contracts.
  • Investcorp | on the launch of a joint venture with Aberdeen Standard Investments that will invest in infrastructure projects in Gulf Cooperation Council countries.
  • NMC Healthcare LLC | on a joint venture agreement with Hassana Investment Co. to establish a new national healthcare company in Saudi Arabia which will be one of the largest private healthcare platforms to operate in Saudi Arabia to date. 
  • Goldman Sachs Saudi Arabia (as financial adviser to The Saudi British Bank) | on the $5 billion merger of SABB with Alawwal Bank.
  • Goldman Sachs International (as financial advisor to the Board of Directors of Kuwait Finance House KSCP) | on the $8.8 billion merger of Kuwait Finance House KSCP and Ahli United Bank BSC. 
  • EFG Hermes | on the successful first close of the Egypt Education Fund, a DIFC-based fund that focuses on investing in kindergarten to 12th grade (K-12) schools in Egypt.
  • GB Finance and GAIA Lux S.a.r.l | on the EGP 750 million sale of a one-third stake in MNT Investments B.V. to ADP II Holding 9 S.a.r.l.
  • The Olayan Group | on its investment in NPS Holdings Limited, a leading regional provider of integrated energy services in MENA and Asia.

Project Development & Finance

  • Dow Chemical Company | on its $20 billion joint venture with Saudi Aramco to develop and finance the Sadara Integrated Chemicals Project.
  • The Royal Commission for Al-Ula | on the establishment of a new special zone at Al-Ula. The new zone will focus on heritage and culture, as well as eco-tourism and adventure activities.
  • A State Authority in the MENA region | on the development and financing of a first-in-kind and first-in-country $25 billion nuclear new build project and negotiating the EPC, Fuel Supply, O&M, and Radioactive Waste Treatment Contracts.
  • Bahrain Petroleum Company B.S.C. (BAPCO) | on the development and financing of its $6 billion refinery upgrade and modernisation program in Bahrain.
  • The lenders | on the $10 billion joint venture for the Jazan IGCC/ASU project. 
  • Masdar and Bee'ah | on the development and financing of the Sharjah Multi-fuel Waste-to-Energy project in the Emirate of Sharjah, United Arab Emirates.
  • The lenders to Engie | on the $2.1 billion development and financing of the combined heat and power facility at the Fadhili Gas Complex in Saudi Arabia, the largest project of its type in the GCC, and the largest co-production project with separate off-takers to be developed globally as an IPP.
  • SACE and the commercial lenders | on the $1.2 billion financing of a refinery upgrade project in Egypt.
  • The lenders | on the development and financing of the $870 million, 1.17 GW Sweihan Solar PV IPP near Sweihan in Abu Dhabi. This will be the largest solar PV project in the world.
  • The lenders | on the development and financing of the 2,400 MW Hassyan coal-fired IPP in Dubai. This represents the first coal-fired power plant in the GCC region.
  • K-SURE and the commercial lenders | on the $1 billion financing for the development of an LNG receiving and regasification terminal in Bahrain.
  • A consortium of international and local banks | as lenders to the $3 billion Facility D IWPP in Qatar. This will be one of the largest power and water facilities in the Middle East.
  • The lenders | on the Mitsui/Engie bid for Lenders in relation to the 2,300 MW/105 MIGD "Facility E" IWPP in Qatar.
  • Emirates Global Aluminium | on a $1.6 billion bauxite mine and related infrastructure in Guinea.
  • Masdar (Future Energy Company) | on its development and financing of the 158 MW Čibuk 1 Wind Farm in the Republic of Serbia.