Odessa Venerosy

Our law firm offers recognized expertise in Private Equity, providing comprehensive strategic and legal support at every stage of the life cycle of your investments in private companies in Europe and the Middle East, particularly in Dubai, Abu Dhabi and Riyadh. We support both investment funds and entrepreneurs, providing personalized advice tailored to the specific needs of each party.

Our lawyers regularly advise investment funds and entrepreneurs. We help our clients structure and optimize their investments, taking into account the long-term objectives and financial imperatives of each stakeholder.

We assist and advise our clients in corporate financing. Our lawyers are involved in the different phases of financing, whether it is a round table, seed capital, venture capital, development capital, or LBO (Leveraged Buyout). Our approach is pragmatic and focused on the success of operations.

We prepare and negotiate contractual agreements between shareholders and management, including drafting and negotiating financing agreements, shareholder agreements, and other essential contractual documents, ensuring that our clients’ interests are protected.

We assist our clients in defining and preparing liquidity strategies. We advise on exit strategies, whether divestments, IPOs, or other ways to realize the value of investments, anticipating solutions in the contractual documentation and optimizing results for our clients.

Assisting with shareholder relations is our daily business. We provide legal support in managing shareholder relations, including resolving conflicts, negotiating rights and obligations, and structuring governance agreements.

Similarly, assistance with complex capital increases and securities issues is part of our expertise. We thus intervene in capital increase operations, and in the issuance of complex securities such as preferred shares and ratchet mechanisms, ensuring that the interests of investors and entrepreneurs are aligned.

Finally, we advise our clients in the negotiation of management packages. We assist both funds and management in the structuring and negotiation of management packages, seeking to balance incentives and ensure a sustainable alignment of interests.

Thanks to the expertise of our Private Equity lawyers in the United Arab Emirates (Dubai, Abu Dhabi), France and Lausanne, we are able to provide innovative and tailored solutions, guaranteeing our clients optimized management of their investments and security of their operations.

Our law firm stands out for its in-depth expertise in supporting the creation of companies, offering comprehensive support at every stage of the company’s life. We assist our clients at general meetings of shareholders as well as on boards of directors, providing assistance with decision-making and corporate governance. We also support managers in their relations with shareholders and intervene in the commercial and corporate development of companies.

In the United Arab Emirates and the Kingdom of Saudi Arabia, our lawyers have a special knowledge of the licensing authorities for the creation of companies, MISA in Saudi Arabia, DET in Dubai, ADDED in Abu Dhabi and also of all the local practices to support companies in their daily life and development.

Having assisted numerous financial institutions, investment funds, market operators, our lawyers also have a perfect knowledge of the functioning of local regulators in Dubai such as the Dubai Financial Services Authority and the Financial Services Regulatory Authority.

We also regularly dialogue with most of the Free Zone authorities that we know well, such as the Dubai Multi Commodities Center, La Jebel Ali Free Zone Authority, Dubai World Trade Center, DWC, DAFZA etc.

Our expertise extends to mergers and acquisitions, both domestically and internationally, particularly in the Middle East and Africa, as well as to the preparation and negotiation of commercial contracts, such as those relating to distribution, agency, sales, purchase, joint ventures and public-private partnerships. In addition, our lawyers provide expertise in the preparation and negotiation of securities offerings, including stocks, bonds and other compound securities.

Our lawyers are committed to providing first-class legal support, tailored to the specific needs of each company, to ensure sustainable growth and harmonious development.

Our expertise is of course particularly recognized in France where we are regularly ranked among the most reputable firms by Leaders League magazine but also in the United Arab Emirates, Abu Dhabi and Dubai.

Corporate tax

• Tax strategy and management in an international environment
• Tax review of acquisitions and disposals
• Structuring and optimization of acquisition and disposal operations.
• Assistance in operational management (determination of taxable income, management of flows, etc.)
• Restructuring operations (merger, partial contribution of assets, split)
• Assistance in the tax management of reorganization operations (mergers, partial contributions of assets, demergers, etc.)
• Requests for approval from the tax authorities
• Structuring of executive compensation packages
• Management packages and carried interest
• Transfer pricing policy

Real estate taxation

• Acquisition audits
• Structuring of real estate transactions
• Declarative obligations (3% tax, trust declaration, etc.)
• Tax issues related to the acquisition, disposal and renovation of real estate assets
• Refinancing of real estate assets

Tax litigation

• Assistance in tax audits and implementation of the strategy
• Management of exchanges with the administration
• Assistance before the courts
• Proactive research of refund opportunities

Taxation of the mining, oil and gas sector

• Structuring of exploration and exploitation projects
• Management of specific taxes
• Tax clauses in international contracts

• Registration of trademarks in the UAE, Saudi Arabia and the European Union
• Preparation and negotiation of trademark and patent licensing agreements
• Preparation and negotiation of intellectual property co-ownership agreement
• Preparation and negotiation of research and development contracts
• Preparation and negotiation of intellectual property transfer agreement
• Preparation and negotiation of NDA

Operating in an extremely varied international, social and cultural environment, the demand for information and economic intelligence on complex markets has been felt by our clients.

In this context, information and its operational and intelligible modeling are at the heart of decision-making in an increasingly uncertain world. Future transformations must be based on this new paradigm.

Aware of these challenges and uncertainties, Dumon Partners and Princeps Strategy (“DPPS”) have decided to join forces in April 2020 within the framework of a strategic alliance to better respond to these expectations.

DPPS has a global vocation, but has been capitalizing on a particular expertise in the Near and Middle East and the African continent for 20 years.

To date, DPPS serves our clients in the following areas :

• Actions in an uncertain world,
• Production of strategic and actionable information,
• Operational support for transformation,
• Legal support for deals in changing situations and/or crisis situations,
• Renegotiation of deals in crisis situations.

In this context, Princeps Strategy will support our entrepreneurial and multinational clients in the following areas :

• Strategic intelligence,
• Economic intelligence,
• Government and institutional affairs,
• Security,
• Corporate, commercial and financial development support in a changing environment.

For more information : www.princeps-strategy.com

Our litigation team assists clients in all stages of litigation in the United Arab Emirates, including pre-litigation, settlement negotiations, litigation strategy and drafting of pleadings and defenses (in Arabic and English) in close cooperation with our UAE partners instructed by the firm to represent our clients in legal proceedings before the UAE Federal Courts.

The firm is registered with the Dubai International Financial Centre (DIFC) Courts and its lawyers are entitled to appear directly before the DIFC Courts.

• Business Litigation
• DIFC Litigation
• Bankruptcy and insolvency
• Banking disputes
• Labour disputes
• Construction disputes
• Real estate disputes
• Insurance disputes
• Fraud
• Sanctions

Strategy and asset structuring

• Structuring of executive compensation
• Donation and succession
• Transfer and transmission of companies
• Structuring of family assets
• Trusts and fiducie
• Wealth strategy in an international environment (application of international tax treaties, intervention of our foreign tax correspondents)
• Works of art, philanthropy, patronage, foundations.

Declarative obligations

• Income tax returns (for residents and non-residents)
• Real estate wealth tax returns
• Assistance with specific declarations (loans, declarative obligations of real estate owners).

Our law firm operates in the field of compliance and regulatory law. We offer you our experience and expertise to help your company to comply with the regulations in force in your sector of activity.

We will assist you throughout the compliance process, advising you on the legal and regulatory aspects of your business.

Our compliance and regulatory lawyers are trained to assist you in all stages of your compliance process, from risk analysis to the implementation of a tailored compliance program. In particular, we are staying aware of new legislative and regulatory developments, including regarding competition matters, OFAC and EU sanctions, to ensure that you comply with the standards in force. We subscribe to World Check and check the quality of your counterparties in deals.

We are available to help you solve your company’s specific regulatory compliance issues.

Our law firm has expertise in corporate restructuring in France, Lebanon and the United Arab Emirates. We have a team of lawyers specialized in corporate and commercial law who can advise clients on the restructuring options available and assist them in developing restructuring plans.

As a law firm, we provide corporate restructuring services to clients in a variety of industries, offering solutions tailored to each situation. We can also assist clients in their relations with creditors and investors during the implementation of restructuring plans.

We are able to manage complex corporate restructuring projects and provide legal advice on day-to-day issues such as internal corporate reorganization, mergers and acquisitions and debt restructuring.

In short, our law firm has all the necessary skills to help companies implement effective restructuring processes and overcome the legal obstacles associated with this practice.

Our law firm has a dynamic and competent team of lawyers in the field of mergers and acquisitions. We have particular experience in guiding clients through all stages of a transaction, from the preparation of documentation through negotiation discussions to the closing of the transaction.

Our M&A lawyers have interdisciplinary skills that enable them to cover all aspects of the transaction, including due diligence, transaction structuring, tax aspects, government regulations and financing arrangements.

Our team is recognized for its expertise in various sectors such as technology, life sciences, energy and financial services. We work closely with our clients to understand their specific needs and provide customized legal solutions to meet their business objectives.

If you have additional questions or would like to schedule a meeting, please contact us.