Minal Naseem

ACQUISITIONS

• Conducted due diligence; drafted undertakings, disclosure report and the Share Purchase Agreement, successfully handling a Distinguished Exchange House’s acquisition of another exchange house and its branches.
• Conducted due diligence and successfully handled acquisitions for a Luxury Commercial Property Holding Company.
• Prepared a due diligence report and drafted a legal opinion for a Swiss Company, covering the legal aspects of proceeding with the acquisition.

SALE OF SHARES

• Drafted a Transfer of Shares Agreement for an Investor selling its shares of a Machine Manufacturing Joint Stock Company.
• Led the transfer of shares, and share purchases for an International Futuristic Technology and Transportation Company.
• Led the sale of shares discussions; drafted the Share Purchase Agreements and Shareholder Settlements for a Luxury Commercial Property Holding Company.
• Drafted Share Sale Agreements for an International Marketplace.
• Drafted a Share Purchase Agreement for a Restaurant Located in the DIFC.
• Provided a legal opinion to a Luxury Commercial Property Holding Company on whether unfair prejudice resulted from a refusal to sell shares.

COMPANY RESTRUCTURING

• Curated a restructuring plan to make the Dubai entity of a Regional Internet Registry (RIR) for Europe and MENA independent of its headquarters in Europe. The challenge was that the HQ, though legally formed in its region, did not have a conventional company structure. Therefore, creating an overseas branch was not a straight forward process.
• Led the restructuring of various companies owned by a Luxury Commercial Property Holding Company.
• Led the restructuring of an International Futuristic Technology and Transportation Company.
• Led the company restructuring of an International Marketplace.
• Led the restructuring of a Healthcare Group.
• Delivered legal advice to a US Based Cloud Computing Services Company, which provides over 200 services globally, on establishing a presence, incorporating a company and conducting business in the UAE.
• Provided a legal opinion to a Global Company Offering Risk Solutions to Corporate and Insurance Clients on the most appropriate legal structure for expanding their business in the Middle East.
• Advised a Major European Motors and Technology Company on cross-border expansions.
• Advised an International Construction Company on optimal company restructuring strategies.

PRIVACY AND DATA PROTECTION

• For an F&B Company Having Exclusive Distribution Rights of Renowned International F&B Brands:
  • Provided a legal opinion on Client Data Protection, as well as its potential impact on the company’s marketing and promotional campaigns;
  • Drafted Data Protection clauses and Privacy Policies.
• Drafted Privacy Policies and Data Protection Clauses covering the GDPR, CCPA and VCDPA for an Online Records Marketplace.
• Drafted Data Protection Policies and Notice of Employee Personal Data Processing for an International Specialty Technology Solutions Company.
• Drafted Data Protection and Privacy Policies for a Healthcare Group.
• Drafted a Privacy Policy for a Specialty E-Books Subscription Platform.
• Provided a legal opinion to a Global Technology Solutions Provider for Businesses on privacy and data protection, specifically whether employers can examine an employee’s WhatsApp application and if the ownership of the mobile handset and/or sim card is a determining factor.
• Provided a legal opinion on data protection to a Leading Global Materials Company.

COMPLIANCE

• Provided a legal opinion on compliance with the Sapin II Law to a French Cosmetics Pharmaceutical Company. This encompassed issues related to transparency and anti-corruption.
• Provided a US Based Cloud Computing Services Company, which provides over 200 services globally, several legal opinions regarding:
  • The customs’ recordkeeping requirements per the GCC Common Customs Law and UAE laws;
  • The differences in the import and export laws between the seven Emirates;
  • How to ensure compliance where there are related party transactions;
  • Legal compliance when moving goods from UAE mainland to a free zone and vice versa; The import of consumables vs. normal inventory and trade compliance.

• Provided legal advice to a Healthcare Group on diverse issues to ensure compliance and facilitate seamless business operation.
• Provided a legal opinion to a Leading Global Materials on anti-corruption and bribery laws.
• Provided a legal opinion to a Financial Compliance and Payments Solution Company on whether a time bar is applicable on a customs request to audit imported goods.
• Drafted Terms and Conditions and a Product Listing Policy for a Prominent Online B2B Marketplace Specializing in Connecting International Suppliers with Buyers in the MENA Region.

CORPORATE

• Revised a Stockholder Agreement for a Leading Vintage Buyout Fund following the Purchase of Stock of an American Restaurant, Sports Bar and Arcade Entertainment Chain.
• Drafted and negotiated Partnership Agreements and Operating Agreements for an F&B Company Having Exclusive Distribution Rights of Renowned International F&B Brands.
• Drafted a Partnership Agreement for an Internationally Renowned Media House.
• Drafted a Partnership Agreement for a UAE Government Owned Asset Management Company seeking to create a Dinosaur Themed Amusement Park with a Toy Manufacturing Company.
• Drafted and negotiated numerous agreements for a Leading F&B Trading Company, such as Operations Agreements and Exclusive Commercial Agency.
• Drafted numerous agreements for an International Futuristic Technology and Transportation Company, such as MOUs, Cooperation Agreements, and Agency Agreements.
• Drafted numerous agreements for a Company Providing Development Programs That Target Cognitive, Psychomotor, Affective and Social Aspects, such as Consultancy Agreements and Cooperation Agreements.

COMMERCIAL

Finance and Investments

• Drafted a Financial Advisory Agreement for an African National Petroleum Company to enter into with a Law Firm to assist in negotiations with potential investors and obtaining re-financing for oil-pledged debts amounting to USD 2.5 billion.
• Provided a legal opinion to a Leading International Trading Company Specializing in Steel, Engineering, and Chemical/Pharmaceutical Raw Materials which was owed USD 16 million by a Global Corrosion Solutions Company, on whether the insolvency of a subsidiary would trigger that of the parent company, and the potential risk of claw back.
• Provided a legal opinion on whether Relationship Managers can be held responsible for investments and forced sales of bonds and mutual funds, if the Investor allowed these actions, albeit reluctantly.
• Drafted and negotiated Payment Guarantees for a Leading F&B Trading Company.

Distribution

• Provided counsel to a Leading F&B Trading Company on cross-border matters relating to international brands, and the import and supply of goods to restaurants, hotels, and retailers. Drafted and reviewed numerous agreements, including Distribution, Sub-Distribution and Exclusive Distribution Agreements, Export Framework Agreements, Supply and Services Agreements, Licensing Agreements, etc.
• Drafted and negotiated numerous documents for an F&B Company Having Exclusive Distribution Rights of Renowned International F&B Brands, such as Delivery and COD Agreements, Purchase Orders, Seller’s Agreements, and Consignment Contracts.
• Reviewed and negotiated amendments to an Exclusive Distribution Agreement for a French Cosmetic Pharmaceutical Company granting exclusive distribution rights of its products to various national and international companies.
• Reviewed a Distribution Agreement between a Leading Australian Manufacturer of Polyolefin Foam Thermal Insulation and an Equipment Engineering Trading Company; provided a legal opinion on whether the Manufacturer may terminate the Distribution Agreement where the Trading Company was in breach of the Agreement.

Media and Entertainment

• Drafted and negotiated a Line Producer Agreement for a Global Record Music Company that represents some of the World’s Greatest Artists.
• Reviewed an Influencer Agreement for a Renowned Singer participating in a promotional campaign for a well-known brand under the umbrella of a Leading Global Beauty Company.
• Drafted and negotiated Influencer Service Agreements for an F&B Company Having Exclusive Distribution Rights of Renowned International F&B Brands.
• Drafted and negotiated Marketing Subscription Agreements for an F&B Company Having Exclusive Distribution Rights of Renowned International F&B Brands.
• Drafted a Publisher Contract and Authors’ Agreement for a Specialty E-Book Subscription Platform.
• Reviewed and negotiated changes to a Publisher Contract and drafted an Exclusive Representation Agreement for an Internationally Renowned Media House.
• Provided a legal opinion to a Media Agent regarding an Entertainers’ Agreement with a Music Band, where the Band had breached a non-compete clause.

IT

• Revised a Development Agreement for a Technology, Information and Internet, Blockchain Development, and Tokenomics Company.
• Revised a Software Contract for a Diversified Luxury Business Conglomerate.
• Revised an Acceptable Use Policy for an International Company Providing Specialty Technology Solutions.
• Provided a legal opinion to a Multi-Language Cloud-Based Instant Messenger Application where the ownership of the intellectual property of the software was in question leading to a claim of USD 200 million.

Construction

• Provided legal advice to GCC’s Leading Holding Group regarding a Project governed by FIDIC, and the remedies available to the Group for the Contractor’s non-compliance.

Equipment

• Reviewed and negotiated the terms of Equipment Lease Agreements for an Engineering and Fabrication Company, leasing equipment from an ISO 9001 Certified Global Company.
• Drafted Equipment Lease Agreements for a Leading F&B Trading Company.

Retailer

• Drafted and negotiated amendments to a LOI and Retailer Agreement for a B2B Platform Allowing Businesses to Search For and Hire Suppliers.
• Drafted a Retailer Agreement for a Transnational Engineering and Fabrication Company.

Services

• Drafted and negotiated Master Service Agreements, Service Level Agreements, Extended Warranty and Service Contracts, for an F&B Company Having Exclusive Distribution Rights of Renowned International F&B Brands.
• Drafted and revised Service Agreements between a European Motors and Technology Company Specializing in Compressed-Air Vehicles and EXPO Dubai 2020 LLC.
• Drafted Service Agreements and Mutual Service Agreements for an International Marketplace.
• Drafted a Business Cooperation Agreement where a Consultancy Company aims to expand its operations through collaboration with an Insurance Brokerage Company.

Miscellaneous

• Negotiated an overhaul of agreements with Leading Insurance Companies and various Global Medical Suppliers for a Healthcare Group.
• Drafted and negotiated various agreements related to loyalty programs for a Company Which Provides Customer Loyalty Programs.
• Drafted a Manufacturing Agreement for a Bottling and Packaging Company hiring a Farm and Dairy Production Company for specific products.
• Drafted and negotiated Terms and Conditions for an F&B Company Having Exclusive Distribution Rights of Renowned International F&B Brands.
• Drafted Exclusivity Agreements and Commission Agreements for a Major European Motors and Technology Company.

FRANCHISE

• Reviewed and drafted Franchise Agreements for a Leading F&B Trading Company. When required, provided legal opinions and skillfully negotiated amendments to the Franchise Agreements to safeguard the client’s interests.
• Reviewed the Franchise Agreements for a Franchisee holding numerous franchises of a Globally Recognized Fast-Food Chain Specializing in Customizable Sandwiches. Provided legal opinions regarding the matters in conflict for each franchise.
• Drafted Franchise Agreements for a Company Which Provides Customer Loyalty Programs.
• Drafted a Franchise Agreement for a Company Providing Development Programs for All Ages.
• Provided legal opinions to a Franchisee of a Luxury Grooming Brand Which is Part of a Global Consumer Goods Conglomerate on whether the termination of its licenses was lawful and questions surrounding rebranding its stores.

LOAN AND ESCROW

• Curated a loan repayment plan and accordingly drafted a shareholder loan agreement for an International Company.
• Drafted A Loan Agreement for a Leading Global Materials Company.
• Led settlement discussions for an Online Fashion and Lifestyle Shopping Platform; accordingly drafted an Escrow Agreement.
• Drafted a Settlement Agreement and Escrow Agreement for the payment of USD 1.7 million for a Leading Multinational Lifestyle Hospitality Group Operating over 58 Venues in 17 Countries with and an International VR and Entertainment Company.

REAL ESTATE

• Reviewed a Jointly Owned Property Declaration and drafted a Sales and Purchase Agreement template for an Innovative, Customer-Centric Developer.
• Revised a Property Development Agreement for a Holding Company Possessing Land in West Africa, partnering with a Property Developer Engaged in Real Estate Financing.
• Drafted Land Use Agreements between an International Futuristic Technology and Transportation Company and Government Authorities.
• Reviewed and negotiated changes to the Lease Agreement for an International Diamond Jewelry Company with a Developer of Premium Shopping Mall and Retail Assets.
• Provided a legal opinion to a Luxury Commercial Property Holding Companies on the renunciation/ termination of lease agreements for its restaurants.
• Provided a legal opinion to an F&B Company Having Exclusive Distribution Rights of Renowned International F&B Brands on the termination of various lease agreements following the covid-19 outbreak and resulting lockdowns.
• Provided a legal opinion to an ISO 9001 Certified Major Construction Company with a tenancy since 1993 on whether at the end of the tenancy they should return it as is or remove all additions.
• Drafted and revised Lease Agreements for an F&B Company Having Exclusive Distribution Rights of Renowned International F&B Brands.
• Reviewed and negotiated the terms of a Lease Agreement for a Transnational Engineering and Fabrication Company.

DISPUTE RESOLUTION

Construction Arbitration, Second Chair

• Represented the client in an ICC Arbitration from commencement of negotiations till a successful tribunal decision was obtained.
• Conducted pre-arbitration negotiations with opposing counsel.
• Drafted Legal Notice, Statements Of Case, Redfern Schedule, Jurisdiction Challenge, Rejoinder, etc.
• Led communications with client, opposing counsel and tribunal.
• Preparation of e-bundle.
• Attendance of all hearings and CMC meetings with the arbitration tribunal alongside Lead Counsel.

Employment Dispute (DIFC CFI), Second Chair

• Drafted Claimant’s Redfern Schedule, draft order in relation to the Claimant’s Request to Produce, Witness Statements, Reply to Defendant’s De Novo Application, Claimant’s Statement of Costs, and draft order in relation to the De Novo Application.
• Preparation of the trial bundle.
• Attendance of meeting with the judge and hearing alongside Lead Counsel.
• Providing legal advice and opinions.

Contract Dispute (DIFC CFI), Second Chair

• Led meetings and communications with client.
• Drafted Statement of Defence and Application Notice for an Extension.

Employment Dispute (DIFC CFI), Second Chair

• Led meetings and communications with client and opposing counsel.
• Drafted Statements of Case, Witness Statements and Enforcement submissions.