Elie Mikhael

Mergers & Acquisitions:
- Acting as the lead legal counsel in the Middle East region for all acquisitions (assets and shares) undertaken or contemplated by PwC.

Commercial and corporate law:
- Acting as the lead legal counsel in the Middle East region for various restructuring and companies’ incorporation matters.
Trusted advisor of the Tax Line of Service:
- Acting as the lead legal counsel in the Middle East region for the Tax Line of Services. In this capacity, I advise all tax partners and directors on their contracting and contentious matters.

Global contracting matters:
- Acting as the lead counsel in the Middle East region for all matters related to global contracting, which includes reviewing and advising on global contracts and drafting of affiliates agreements (in light of PwC’s global contracting policies).

Labor Law:
- Advising the business on various labor law aspects.

Litigation:
- Ad hoc assistance on litigation matters.

Commercial and corporate law:
- Represented clients in several corporate/commercial disputes before Dubai courts, Abu Dhabi Courts, Dubai International Arbitration Center (DIAC).
- Negotiated, drafted and reviewed varied agreements, including but not limited to: Shareholders’ Agreements, Agency Agreements, Distribution Agreements, Management Agreements, Joint Ventures, Trademark Licenses, Franchise Agreements, Website Terms and Conditions, Consultancy Agreements, Service Agreements and Lease Agreements.
- Advised various clients on the set-up and structuring of their presence in UAE.
- Followed-up on the incorporation of Local Limited Liability companies, offshore companies and Free Zone entities (under DIFC, RAKIA, Dubai South, JAFZA, DMC, SAIF and DMCC).
- Advised clients on various commercial (including Agency) and regulatory matters.

Mergers & Acquisitions:
- Advised several clients on the acquisition of Limited Liability Companies, conducted legal due diligence on the target companies, and drafted all the legal documentation required for the implementation of the transaction.
- Advised a client on the acquisition of a Limited Liability Company incorporated under the Laws of Hong Kong, within a comprehensive transaction leading to the transfer of all the Company’s assets to UAE. Conducted a legal Due Diligence on the Hong Kong Company, drafted the Shareholders’ Agreement covering the transaction and all the legal documentation required for its implementation.

Real Estate & Projects:
- Represented clients in several construction/real estate disputes before Dubai Courts and Dubai International Arbitration Center (DIAC).
- Assisting a reputable Department Store in setting up a new company and drafting the template Agreements to be used within the new Department Store.

Insurance law:
- Represented a reputable insurance company in various criminal cases (Fraud, Theft, and Forgery), coverage issues and collection cases, before Dubai courts and Abu Dhabi Courts.
- Represented a reputable French insurance broker for the collection of payments made on behalf of Reinsurers.

Labor Law:
- Represented clients in various employment disputes.
- Advised clients on various labor law aspects.
- Drafted and reviewed Employment Agreements.

Management tasks:
- Handling/supervising all cases and transactions, and handling clients’ relationships and administrative matters (Terms of engagements, invoicing, collection, etc.).

Commercial and corporate law:
- Negotiation, drafting and review of varied agreements for Lebanon and Erbil, mainly: International Sales of Goods Agreements, Shareholders’ Agreements, Agency Agreements, Joint Ventures, Cooperation Agreements, Memorandum of Understanding, Non-Disclosure Agreements, Franchise Agreements, Carrying of Shares Agreements, Purchase of Shares Agreements, Licensing and Manufacturing and Distribution Agreements (pharmaceutical products and other products), Internet Services Agreements, Healthcare Services Agreements (between hospitals and insurance companies and/or intermediaries) and varied Services and Purchase Agreements.
- Conducting legal research, drafting of legal advice and conclusions mainly related to commercial representation matters, agency matters, directors’ responsibilities and revocation matters, and fictive companies.
- Adapting companies’ by-laws to complex Shareholders’ Agreements.
- Drafting of the legal documentation required for the establishment of Limited Liability and Joint Stock companies in Lebanon, and registration of said legal documentation with the Commercial Registrars and the Ministry of Finance.
- Drafting of the legal documentation required for the establishment of Limited Liability companies in Erbil - Iraq.
- Drafting and registration of shareholders’ and board of directors’ meetings’ minutes.
- Legal follow-up of companies in Lebanon and in Erbil.
(on a rotation basis)

Mergers & Acquisitions:
- Conducting Due Diligence and drafting of Due Diligence reports.
- Negotiation, drafting and review of Letters of Intent, Purchase of Shares Agreements (complex) and other legal documentation related thereto.

Banking and finance law:
- Conducting legal research and drafting of legal advice regarding regulatory aspects, opening of bank accounts, granting of credit facilities, and signatory powers issues.
- Review of credit facilities agreements (letters of credits, letters of guarantees, Performance Bonds).
- Review and follow-up of litigation matters related to Letters of Credit and Performance Bonds.

Real Estate & Projects:
- Review of agreements related to the construction of a 5 stars hotel: Management Agreement, Technical Services Agreement, Marketing & Advertising Agreement, Trademark License Agreement and Lease Agreement.
- Drafting of varied Construction and Contracting Agreements for projects in Lebanon, Iraq and Algeria, some of which under the FIDIC form of Contract.
- Drafting of varied Lease Agreements.
Labor and social security law:
- Legal research and drafting of conclusions related to the termination of employment Contracts.
- Drafting of Employment contracts.

Associations:
- Drafting of varied by-laws and Internal Regulations for several associations.
- Registration of Associations with the Ministry of Interior.

- Drafting of conclusions in lawsuits regarding debt recovery and requests for the suspension of loans, public auction related to banks’ financing, and insurance matters.
- Drafting of a memo regarding regulatory aspects related to banking and financial intermediaries.
- Conducting legal research, mainly regarding: cross trades, powers of French regulators towards foreign banks, the refinancing of a foreign bank from “La Caisse de Financement de l’Habitat” (CRH) in France, Libor and Euribor manipulation, and the ownership and seize of bank accounts.
- Drafting of a "know-your-client form for non-professional institutional clients" for a French financial intermediary

Commercial and corporate law:
- Negotiation, drafting and review of varied agreements, mainly Shareholders’ Agreements, Agency Agreements, Cooperation Agreements, and Services Agreements.
- Conducting legal research, drafting of legal advice and conclusions related to commercial representation matters.
- Drafting of the legal documentation required for the establishment of Limited Liability and Joint Stock companies in Lebanon, and registration of said legal documentation with the Commercial Registrars and the Ministry of Finance.
- Drafting and registration of shareholders’ and board of directors’ meetings’ minutes.
- Legal follow-up of companies.

Banking and finance law:
- Conducting legal research and assisting in the drafting of a legal study regarding the implementation of a Lebanese financial institution.
- Amendment of Cypriot companies’ Articles of Association to be in compliance with the Lebanese Central Bank’s regulations related to the ownership of shares in Lebanese Banks.
- Assisting in drafting conclusions in a lawsuit mainly regarding the compensation between creditor and debtor accounts upon the suspension of payments of a bankrupted bank.

Real Estate & Projects:
- Drafting and assisting in negotiating agreements related to the development of a prime-rate Commercial Mall: Development Agreement, Financing Agreement, Management Agreement, and Lease Agreement.

Labor and social security law:
- Legal research and drafting of conclusions related to the termination of employment Contracts.
- Drafting of Employment contracts.

Aviation law:
- Legal research, drafting of legal advice, drafting and review of Settlement Agreements, and drafting of conclusions related to Ethiopian Airline Flight 409 crash in the Lebanese sea in 2010.

Copyright Law:
- Drafting of Copyright Agreements.