Norton Rose advises consortium of banks on $500m bond issuance

Global law firm Norton Rose Fulbright has advised Australia and New Zealand Banking Group Limited, Citigroup Global Markets Limited, Emirates NBD Bank PJSC, Industrial and Commercial Bank of China Limited, Dubai (DIFC) Branch, J.P. Morgan Securities plc and Société Générale as joint lead managers on a US$500 million bond issuance by Emirates NBD Bank PJSC.

The notes are due February 2025 and were issued off Emirates NBD Bank PJSC’s $12,500,000,000 Euro Medium Term Note Programme, which was updated in July 2019 and on which Norton Rose Fulbright also advised.

The Dubai-based Norton Rose Fulbright team was led by head of debt capital markets for the Middle East, Gregory Man, with assistance from senior associate, Ganna Vlasenko.

Gregory Man commented: “We are proud to have been involved in this transaction. This deal builds on Norton Rose Fulbright’s track record of advising on notable bond transactions in the region and once again provided us with the opportunity to represent many of our leading financial institutions clients.”

About Norton Rose Fulbright

We provide the world’s preeminent corporations and financial institutions with a full business law service. We have more than 3,700 lawyers and other legal staff based in Europe, the United States, Canada, Latin America, Asia, Australia, the Middle East and Africa.

Recognised for our industry focus, we are strong across all the key industry sectors: financial institutions; energy; infrastructure, mining and commodities; transport; technology and innovation; and life sciences and healthcare. Through our global risk advisory group, we leverage our industry experience with our knowledge of legal, regulatory, compliance and governance issues to provide our clients with practical solutions to the legal and regulatory risks facing their businesses.

Wherever we are, we operate in accordance with our global business principles of quality, unity and integrity. We aim to provide the highest possible standard of legal service in each of our offices and to maintain that level of quality at every point of contact.

Norton Rose Fulbright Verein, a Swiss verein, helps coordinate the activities of Norton Rose Fulbright members but does not itself provide legal services to clients. Norton Rose Fulbright has offices in more than 50 cities worldwide, including London, Houston, New York, Toronto, Mexico City, Hong Kong, Sydney and Johannesburg.

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Deloitte senior economist comments on today’s inflation figures

Commenting on this morning’s inflation figures, Debapratim De, senior economist at Deloitte, said: “The rise in both core and headline measures of inflation vindicates the Bank of England’s decision to keep interest rates on hold in January. Further rises would significantly reduce the chances of a rate cut in the near future.”

About Deloitte

Learn about our global organisation

Deloitte is a leading global provider of audit and assurance, consulting, financial advisory, risk advisory, tax, and related services. With more than 150 years of hard work and commitment to making a real difference, our organisation has grown in scale and diversity – approximately 286,000 people in 150 countries and territories, providing these services – yet our shared culture remains the same. Our organisation serves four out of five Fortune Global 500® companies.

If you would like to find out more information, please visit: https://www2.deloitte.com/

Duane Morris Celebrates Black History Month

Last year, Duane Morris had the honor of hosting civil rights icon Fred Gray, who shared inspiring stories of being the attorney who represented Martin Luther King Jr., Rosa Parks and others in some of the most consequential cases in the civil rights movement.

Growing up in the segregated South, Gray made a commitment to himself that he would “finish Alabama State, take the bar exam and destroy everything segregated I could find.”

Only months after being admitted to the bar, Gray’s first case was representing Claudette Colvin, who was arrested on March 2, 1955, in Montgomery, Alabama, for refusing to forfeit her seat for a white rider while on her way to school. While unsurprisingly losing that case (young Colvin was put on unsupervised probation), Gray kept all of the court documents, knowing that another opportunity would come.

After much discussion and strategising in the community, Gray’s friend Rosa Parks famously refused to give up her bus seat to a white rider on December 1, 1955. Parks, only his second client, was arrested on a Thursday and the case was quickly slated for the following Monday. Gray prepared the case over the weekend, while the activists in the community simultaneously prepared for the Montgomery bus boycott. Realising the boycott needed a spokesperson, they enlisted the help of Dr. King, who until that time had not been active in the civil rights movement. Gray argued the case for the next year, until finally achieving legal victory in federal court, ending the boycott after 382 days.

The attention drawn by Dr. King during the boycott prompted state authorities to charge King, who had left Alabama, for perjury in connection with filing a false tax return, of which he was acquitted. Of the achievement, Gray said, “We had a good team together and were able to get an all-white jury in the middle of the sit-in demonstrations in the spring of 1960 to end up finding that Dr. King was innocent of perjury.” Gray went on to explain, “I think that was one of the most important cases because he was now protesting the Vietnam War. If it had come out that, while he was leading this new civil rights organisation and at the same time he’s cheating and wouldn’t pay his taxes, it would have been devastating.”

In the decades that followed, Gray’s legal work in the 1960s included paving the way for redistricting and reapportioning legislative bodies across the nation with the “one man, one vote” concept; getting court-ordered protection for marchers as they walked from Selma to Montgomery to present grievances as a result of being unable to vote; one of the first civil rights actions brought to remedy systematic exclusion of blacks from jury service; and integrating all state institutions of higher learning in Alabama under the control of the state Board of Education, as well as most elementary and secondary school systems. In the 1970s, Gray served as counsel to preserve and protect the rights of those involved in the infamous Tuskegee syphilis study and has been the moving force in the establishment of the Tuskegee Human and Civil Rights Multicultural Center.

Legacy in Law

George Boyer Vashon was born in Carlisle, Pennsylvania, in 1824. His father was an abolitionist who was a well-respected leader in the black community and the abolitionist movement. As a teenager, Vashon co-founded the Pittsburgh Anti-Slavery Society in 1838. He was the first African-American to graduate from Oberlin College in Ohio, where he was class valedictorian. Vashon apprenticed for the law in Pittsburgh under Judge Walter Forward, who was later U.S. Secretary of the Treasury.

Despite of his qualifications and academic achievements, Vashon was not allowed to sit for the Pennsylvania bar exam due to his race.

Instead, Vashon moved to New York and became the first licensed African-American attorney in that state. He then taught in Haiti; practiced law in Syracuse, New York; was a professor at New York Central College; and later returned to Pittsburgh, where he became a principal at African-American public schools and served as president of Avery College. He again petitioned to sit for the Pennsylvania bar exam, 20 years after his first attempt, and was again denied. Vashon moved to Washington, D.C., where he was admitted to practice before the U.S. Supreme Court. In 1867, he became the first black professor at Howard University. Vashon became a professor of ancient and modern languages at Alcorn University in 1873.

More than a century and a half after being denied admission to the bar in Pennsylvania because of the color of his skin, Vashon’s great-grandson Nolan N. Atkinson Jr., his firm Duane Morris and others set out to right this historical wrong, finally winning official recognition from the Pennsylvania Supreme Court and getting Vashon admitted to the state bar in an official ceremony in 2010.

When the Minority Corporate Counsel Association awarded Duane Morris with its prestigious Innovator Award in 2012, the MCCA renamed the award after Vashon. Duane Morris has also gone on to keep the pioneer’s legacy going by hosting the annual George B. Vashon lecture series, which has seen academic leaders, federal judges, legislators and others speak on civil rights and social justice issues.

History of Firsts

During Nolan Atkinson’s nearly 25 years at Duane Morris, his focus on his thriving commercial litigation practice never prevented him from making sure he used that position to continue the work of people like Vashon. Atkinson, a participant in the 1963 March on Washington, was instrumental in the Philadelphia Diversity Law Group, Inc., a consortium of law firms and corporations committed to increasing ethnic and racial diversity in Philadelphia’s larger law firms. He was a tireless contributor to the Conference of Minority Partners in Majority Corporate Law Firms, a constituent entity of the Commission on Racial and Ethnic Diversity in the Profession of the ABA and numerous other groups focused on diversity. He was the first Chief Diversity Officer at Duane Morris and served in that role for eight years.

Fittingly, when the City of Philadelphia wanted to establish the role of Chief Diversity and Inclusion Officer, Mayor Jim Kenney turned to Atkinson. Since 2016, Atkinson has brought his energy to knocking down the barriers that had historically kept the city’s large workforce racially and economically divided and creating a culture that attracts talented, diverse leaders to Philadelphia government.

Diversity & Inclusion

Helmed by Joseph K. West, who succeeded Atkinson in 2016 as Duane Morris’ Chief Diversity and Inclusion Officer, the firm’s diversity and inclusion program is managed with the objective of utilising the best talent worldwide in solving legal problems. The firm recruits a diverse pool of lawyers that collectively possess an awareness of cutting-edge 21st century issues—legal, social and economic—for which clients require solutions. West has stated, “We see our robust approach to diversity and inclusion not just as a critical part of the DNA of the firm and essential to our business, but also as central to our every interaction with each of our clients. It allows us to engage with existing and prospective clients, with existing and prospective employees and with every aspect of our public engagement where we consistently emphasise that diversity and inclusion is part of the fabric of our firm and that it informs every aspect of our internal and external relationships.”

West, in addition to being an active litigator representing domestic and global companies, is a nationally recognised subject matter authority in the field of diversity and inclusion, and leader of the firm’s unique Diversity and Inclusion Consulting Group which focuses on crafting sustainable diversity and inclusion programs and solutions for corporate entities. Earlier in his career, West successfully leveraged his role as Head of Global Outside Counsel Management at Walmart to establish and meet diversity and inclusion goals through its outside counsel spend, for which he is recognised as being at the forefront of building the business case for diversity. He also facilitated the company’s role as an initial signatory to the Inclusion Initiative with the National Association of Minority & Women Owned Law Firms. West went on to spend five years as President and CEO of MCCA, tripling membership in the national advocacy group for corporate diversity and inclusion issues. In 2019, West was the recipient of the inaugural Lifetime Achievement Award: Diversity & Equality from Chambers and Partners.

The new foreign capital investment law in Oman

In the last decade, the Gulf Cooperation Council (GCC) has witnessed some legislative developments signalling efforts to reduce barriers to foreign investment in most of its member countries. The move has come due to a sharp decline in crude oil prices since 2015 resulting in significantly lower state revenues and partly due to the simmering discontent amongst the populace in wake of the Arab Spring. Much like its more powerful neighbours Saudi Arabia, Qatar and the United Arab Emirates, Oman has also embraced policies liberalising foreign investment.

New legislation

On 1 July 2019, the late Sultan Qaboos, the then ruler of Oman, issued Law No. 50/2019 enacting the new foreign capital investment law (the “New FCIL”) that became effective later on 1 January 2020. The New FCIL replaces the earlier foreign capital investment law that was enacted under the Law No. 102/1994 (the “Old FCIL”). The Ministry of Commerce and Industry (the “MOCI”), being the corporate regulator in Oman, will issue executive regulations under the New FCIL (the “New Executive Regulations”) in July this year. The New Executive Regulations are expected to be significantly different from the executive regulations issued under the Old FCIL. Until the issuance of New Executive Regulations, the executive regulations under the Old FCIL will continue to the extent that they do not contradict the provisions of New FCIL

Key features

The Old FCIL restricted foreign investors to conduct any commercial activity in or from Oman without establishing a formal presence by way of a legal entity (commercial company or a branch office) or a local commercial agent. Under the Old FCIL, the maximum ceiling of foreign ownership was restricted to 49% of the share capital of a commercial company which was later increased to 70% upon Oman’s accession to the World Trade Organisation (the “WTO”) However, there were certain exceptions to this condition. GCC and US citizens and companies owned by them were generally allowed to have 100% ownership. Foreign investors setting up special projects (with a minimum capital of OMR 500,000, or equivalent US$ 1.3 million) contributing to the national development were also exempted from the maximum ownership rule provided they had prior approval of competent body. The foreign investors setting up businesses in one of the several free zones were also allowed to have 100% ownership. The New FCIL has abolished the shareholding restrictions on foreign investors (both natural and juridical persons) – effectively removing the requirement of having an Omani shareholder. The foreign investors will now be allowed to have 100% ownership in a wide range of permissible businesses though the fees payable for registration of such companies is set at OMR 3500/- which is considerably more than the fee that was payable by foreign investors for incorporating companies under the OLD FCIL.

The Minister of Commerce and Industry has issued a negative list setting out a list of 37 business activities in which foreign investment is prohibited. These activities include translation and interpretation services, bespoke tailoring, laundry services, taxi operating services, rehabilitation centres, etc.

All the benefits, incentives and guarantees granted to foreign investment projects under the Old FCIL shall continue until such time that such benefits, incentives and guarantees expire. The investment projects will be subject to the laws of Oman and international treaties in force concerning investments and avoidance of double taxation.

The provisions of the New FCIL shall not affect existing legislation related to GCC investments, the free zones (including the Special Economic Zone at Duqm) and the Public Establishment for Industrial Estates.

An Investment Service Centre (the “Centre”) will be established at the MOCI. The Centre is tasked with carrying out licensing and easing the procedures relating to grant of licences, permits and other consents required for an investment project. The Centre will also be responsible for issuing foreign investment licences to foreign investors.

An economic viability study would need to be approved by the MOCI under the New FCIL. It is not yet clear whether this requirement would apply to all foreign investments or just the projects.

The ministerial cabinet may, acting upon the recommendation of MOCI, grant a single approval (covering construction, manpower and other relevant approvals) to establish, operate and manage strategic development projects involving public facilities, infrastructure, new or renewable energy, roads, transport & ports. The New Executive Regulations shall set out the rules and procedures for grant of such approval.

The New Executive Regulations shall also specify the nature of investment projects that may be exempted from taxes and customs and non-customs duties and the duration of such exemptions. The investment projects may also enjoy additional benefits and exemptions at the sole discretion of the ministerial cabinet.

The courts of Oman will have jurisdiction to hear any dispute between an investment project and third parties. The courts will hear such disputes on an expedited basis. The disputes may also be resolved through arbitration. Although the dispute resolution mechanism seems unclear at the moment due to reference to both litigation and arbitration simultaneously, it is expected that the New Executive Regulations will clarify the position.

Future

While we await the New Executive Regulations to clarify certain points including the much-speculated minimum capital requirement for foreign investors to establish a commercial company in Oman, the New FCIL has indeed liberalised the foreign investment regime in the country to much extent – in particular by allowing 100% foreign ownership for most business activities.

Although the move towards liberalisation of foreign investment is largely being driven by lower crude oil prices, it seems that the policymakers in Oman have recognised that simply being open to foreign investments is not enough to diversify the economy. The International Monetary Fund, Organisation for Economic Cooperation and Development and World Economic Forum have noted that “FDI can boost growth by triggering technology spill overs, promoting knowledge, creating a more competitive business environment, and enhancing productivity.” Past studies have consistently shown that FDI contributes to both productivity growth and income growth in the domestic market beyond what domestic resource mobilisation could alone achieve. The FDI inflow into Oman reached US$ 4.1 billion in 2018 (showing an increase compared to 2017 from US$ 2.9 billion). Free zones (such as the ones in Duqm, Sohar and Salalah) have proven the economic effects of allowing foreign investment. For Oman, foreign investment outside of the oil sector presents a real opportunity to advance domestic knowledge and develop additional competitive and value-add sectors.

Hitherto, the Omani state has been the primary investor in the local market and developer of mega infrastructure projects across the country. The New FCIL coupled with progressive policies towards economic liberalisation has the potential of diversifying the economy and paving the way for the private sector (including foreign investors) to play a bigger role in the development of Omani economy and reap the benefits out of it.

Livingstone in the UK rebrands as Arrowpoint Advisory

Following Rothschild & Co’s acquisition of Livingstone in the UK, which was completed in December 2019, the team has become Arrowpoint Advisory and is the dedicated UK lower mid-market team within Rothschild & Co’s Global Advisory business.

Arrowpoint Advisory is one of the UK’s most successful M&A, Debt Advisory and Special Situations advisers in its market with a 40-year track record of delivering outstanding results for clients.

As part of the Rothschild & Co group, Arrowpoint Advisory is the only financial adviser in its market with a global platform of this scale, with unparalleled access to the group’s comprehensive sector expertise and offices in over 40 countries.

The Arrowpoint Advisory team delivers insight, expertise and hands-on support to entrepreneurs, sponsors and corporates principally across the Business Services, Consumer, Healthcare, Industrials and Media & Technology sectors.

With a team of 35 bankers and a track record of over 650 completed transactions, the Arrowpoint Advisory team has a focus on client-first advice defined by technical rigour, understanding of markets and commitment to execution excellence.

Arrowpoint Advisory Managing Director, Jeremy Furniss says: “Our entire team is excited at the potential for growing an already successful business which we built together over 40 years. Our clients will benefit from full access to Rothschild & Co’s Global Advisory business and its international infrastructure and network.”

Pensions solutions for policy makers and society

The pensions industry has seen significant change over the last 25 years, with further material challenges, both short-term and long-term, already on the horizon including the revival of the Pension Schemes Bill and its many implications.

To meet these issues head on, Eversheds Sutherland has today (12 February), in conjunction with research company, Winmark, launched a new report: The Future of Pensions.

The report acts as a roadmap for pension policy makers and society as a whole. It tackles the unique challenges currently facing future generations and provides innovative ideas to the ultimate pensions questions: How do we get people to save enough for an affordable retirement, and how can we provide better financial options for retirement?

The report includes an “innovation checklist” of ideas to ensure a better retirement for all, suggested by the senior pensions industry professionals who took part in the research exercise, and on which over 350 participants were then surveyed.

The report’s innovation checklist lists the 18 solutions in order of popularity, with the top five as follows:

  • Annual pensions statements that show actual annual income at retirement
  • Accelerated development of the pension dashboard
  • A savings and pension planning ‘rite of passage’ for young people
  • Extending auto-enrolment to the self-employed
  • A greater role for IFAs, through the introduction of safe harbour legislation

The innovations relate to the four principal themes covered in the report, which came out of the global legal practice’s research process:

  • The future of Defined Benefit (DB) – facilitating a “safe landing”
  • The future of Defined Contribution (DC) – better coverage, adequacy, consolidation and decumulation (converting pension savings to retirement income)
  • The future of long-term pensions: planning and collaboration
  • The future of pensions: engagement and communication

Francois Barker, head of pensions at Eversheds Sutherland, and Partner who commissioned the report, said:

“The Future of Pensions is a huge and urgent topic.

“By focusing on the four key themes identified by our report we have been able to better understand and suggest some innovative solutions for each, as well as capture and incorporate the views of our international colleagues on where the UK may have lessons to learn from overseas jurisdictions, and vice versa.

“The ‘innovation checklist’ of ideas makes for particularly interesting reading as these are some of the solutions, if correctly implemented, that will make the Future of Pensions a better place for all of us. Without a combined effort to tackle these issues by both government and society, whole generations face the threat of simply not being able to enjoy an affordable retirement.

“The pensions landscape remains in a state of flux but what is clear is that we need to transition to a range of new and effective models to ensure that pension provision for the future is adequate and fit for purpose – for all generations of savers, and all groups in a diverse society.”