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10TH ISSUE Interview with MR. ISLAM EL GHAZOULY STANDING UPON THE SHOULDERS OF GIANTS by Orascom Construction Legal department Interview with PROF. DR. MOHAMED S. ABDEL WAHAB EGYPT’S DATA PROTECTION LAW SIMPLIFIED

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MEETTHE Bassel Khalil Hoda A.Nafee CEO Managing Editor FAMILY thelaw.me Khaled al-Khashab Noran Abdulbaki Salma Farouq Senior Editor Senior Editor Senior Editor 2 Ziad Aly President Yassmine Soliman Zeina Elbakry Mariam Bahaa Executive Manager Art Director Marketing Analyst Heba Abo-Slima Waleed Arafat Eman Nafee Mahmoud Hesham Nada Nabil Editor MarComm. Business Team Media Production PR Associate Advisor Manager Mariam Moheb Sara Salem Gahndi Bilal Elmelih Wasseem Ashour Logistics Editor IT Advisor Graphic Designer Graphic Designer

EDITOR’S 3 NOTE thelaw.me Welcome to the tenth issue of The Law Magazine. We are always keen on delivering all the updates the legal industry passes by not only in Egypt, but also globally. As we are starting our sixth year, we consider this issue as a door to a new era of The Law. The editors team is ready to work 24/7 to bring out the best in every issue. In other words, this issue has brought various tremendous subjects practically and theoretically. For instance, we have featured articles regarding education, legal protection of plant variety in Egypt and even the skills that law firms look at. Nonetheless, we have proudly added new blood to the writers, for example, we have articles from Orascom construction, German University in Cairo, Tamimi & Co and Soliman Hashish & partners. Additionally, The Law Magazine has been always supporter for every unique idea seeking improving and developing. That’s why we have added descriptions for one of the legal clinics in Cairo University as well as Elmetr. Moreover, we as usual focus on highlighting the role models of this community and people who inspire us with their achievements and sparkling work. This issue includes two interviews, the first is done by me with Mr. Islam El Ghazouly managing partner of IAG. This interview is a bit different from the past ones as he represents different concept of lawyering and different route from the ones we get used to. Second interview is made by Nouran Abdel Baki, our senior editor with the imminent and the strongest arbitrator in the MENA region Dr. Mohamed Salah Abdel Wahab founding partner at Zulifucar & Partners. The editors team including me has been working on this issue for the past quarter to deliver the best for the legal community. The law team is working every day with dedication, passion, love and excitement to show the best of not only The Law Magazine, but also all our projects including thisAnnual Career Day. It is truly a day that CAN Not be missed, it is where we make one of the hardest legal community jobs easier. Recruitment is being characterized as one of the toughest stages that employers pass through specially when it comes to a diverse community like ours. So, we took another step towards our dream and launched that day to help applicants find the best career and employers the best candidate. The law is always there to help and support the legal community. We do promise to stay the fortress of this community forever and to exert effort as much as we can to push it forward. Hope you enjoy reading this issue as much as we enjoy doing and reading it. Sincerely, Hoda A.Nafee Managing Editor Email: [email protected]

TABLE OF CONTENTS 6 INTERVIEW WITH MR. ISLAM EL GHAZOULY, MANAGING PARTNER OF IAG HEAD LEGAL AFFAIRS TITAN CEMENT EGYPT BY: Hoda A. Nafee 12 INTERVIEW WITH PROF. DR. MOHAMED S. ABDEL WAHAB FOUNDING PARTNER AT ZULFICAR & PARTNERS. BY: Noran Abdulbaki

17 SIX QUALITIES LAW FIRMS LOOK FOR IN 32 THE CLINIQUE DESCRIPTION YOUNG LAWYERS BY: Shahira Khaled at Al Kamel Law Firm. 20 LEGAL PROTECTION OF NEW PLANT 34 MERGER OF INCORPORATION VARIETY IN EGYPT BY:Tamer Abdel Moaty BY: Hadeer Al Sayed associate founder and CEO at Soliman Hashish and partners. of International Legal House. 22 WOULD THE NEW EGYPTIAN SPORTS 36 LAW & ECONOMIC GROWTH REVIEW LAW CREATE A DEMAND FOR SPORT EGYPT 2020 LAWYERS? BY:Gehad El Saeed BY: Dr. Ahmed Abouzeid Legal Counsel at Senior Associate at El Sewedy Electric Alieldean, Weshahi & Partners 24 40DATA PROTECTION LAW CHALLENGES AND OPPORTUNITIES OF BY: Ahmed El Sharkawy, Partner EDUCATION SECTOR FINANCE IN EGYPT at Sharkawy & Sarhan Law Firm BY: Hossam Gramon Partner, Karima Seyam Associate at Al Tamimi & Co law firm 26 INTERNATIONAL LAW COMMUNITY 44 ELMETR DOMINATING LEAD GENERATION BY: Yasmeen Mossely, FOR LAW OFFICES 3rd Year Law Student at GUC 28 STANDING UPON THE SHOULDERS 46 48 50 OF GIANTS BY: Marriette Rafik, LAW FIRM NEWS OILD & GAS NEWS Legal Director at Orascom Construction 54 Legal Department WHERE YOU SHOULD GO LEGAL DIRECTORY Legal Department 30 FMST LAW 52 BY:.Al Kamel Law Firm ECONOMIC NEWS

thelaw.me Since the first day I have BY: Hoda A. Nafee“stepped into the faculty, I have been very ambitious about starting my own business and build up a name for myself in this community. MR. ISLA”M6 INTERVIEW WITH EL GHAZOULY MANAGING PARTNER OF IAG HEAD LEGAL AFFAIRS TITAN CEMENT EGYPT

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1. At the very beginning, could you please tell us about 4. Attracting clients is the backbone of any law firm, the start of Islam El Ghazouly? what is IAG policy regarding this point and do you I graduated from faculty of law in 1998, prefer companies rather than individuals directly after graduation I decided to take or both? the lawyering path. I was fascinated by how IAG focuses always on balancing between lawyers are of a crucial importance in the both; our profession ethics do not specify a community and how their role in developing certain category of clients. It focuses on both the community and increasing awareness not sides. The main thing is to have good impact only legally, but also socially, economically in each case or deal you handle whether and politically. I was admired by the ability individual or incorporations. of lawyers in developing the community and This also depends on the situation in the increasing awareness and knowledge. country, as in 2011 the investment in Egypt After graduation I worked for three years faced hard time till 2013. in different top law firms then I started my Consequently, incorporations were not stable own law office. at the time; however, our policy is balancing between both sides and most importantly is 2. Opening up a law office in a young age could be to select the clients that fit our criteria. For considered as a great risk, from where you got the example, there are certain types of cases that thelaw.me courage to take this step? we do not work as drug trade. Since the first day I stepped into the faculty I had great ambitions to start my own work 5, What are the firm practices and the number and build up a name for myself in this of the team? community. Consequently, when I took the We have variety of practices, for instance, decision to open my own law office, corporate, civil, contracts drafting, M&A and I paid so much attention to my work. I started personal status law. Our main aim was to walk attending conferences, events and workshops on the same track of the international law plus building connections and networking firms and to be able to maintain strong reputa- 8 to be able to grab clients. I am also keen to tion in this this market. update myself with all the recent legal matters Regarding, the team we are two partners and nationally and internationally. around 40 employees with strong experience Moreover, I am interested in updating myself in various practices and we are planning to in different matters not only legally, but also increase our number in future. economically and administrative matters and how to deal with problems. Although these 6. The market is being competitive these days, how matters seem far from law, it is important when IAG maintain its place in the market? it comes to have your own law firm. To be We always keen to keep ourselves honest law is the source of all matters. updated with all the new laws and regulations nationally and internationally. We also keep 3. Establishing a law office requires connections good relations with other law firms in Egypt; and public relations that bring clients and more work, many deals we handle in cooperation with how did you succeed in this at the beginning of your other law firms. Also, I am interested in own business? attending different conferences and Firstly, the most important thing is workshops to build more connections and popularity, which comes at the beginning strong marketing plan as well. from the people around you. Later, you will be Additionally, we do focus on maintaining known more due to your good work and the relations with the startups and mid companies, effort you exert. Additionally, being present usually law firms do not focus with these types in different activities legally, politically and of companies, however they have changed socially enable you to be known more in the now as some of them their capital starts from community. Also, the attendance of many 50 million EGP. conferences and events plays great role in this matter, which by time pushes you to the point of being on the stage. Additionally, the love of your work and being creative and updated allows you to be different and highlighted in the market.

7. As you are IAG representative, what is your future plans regarding the firm? To be honest, 2020 is the year of challenge for us. We are planning to rebuild the firm and update our strategy and launching new practices as well. Also, keeping good relation with the clients and building relations with new clients is one of our main aims. We are also working on establishing new branch for the firm abroad or a partnership with a foreign firm. 8. How is Islam El- Ghazouly interacting with the “ ”THANKYOUFORYOURTRUST 9 employees and the other partners at the firm? We all act as a one family working hard and IN US, WE DO PROMISE TO thelaw.me exert all the effort we can to push IAG forward. EXERT ALL THE EFFORT WE CAN We are all one team and friends. Our main TO MEET YOUR EXPECTATIONS. aim is to be on the top of the market. 9. How your other activities affected the firm? Actually, these activities have a positive impact on me and the firm. They helped to publicize the firm and me in the market. They also enabled me to build more connection with different people politically, legally and economically. They also increased my awareness and my knowledge in different matters in life. Moreover, some of these activities are close to law and legal work which help in increasing the legal awareness for me and the community. 10, What do you think of the Egyptian Legal System? I believe that the Egyptian legal system has faced positive changes recently. In the past we faced problem that many laws are outdated that are not able to conform with the development of the world economically, legally and politically. However, we can easily notice how this changed recently in the light of the new legislations being enacted. Each law has to have an expiration date; there is no law that can remain forever with all the changes we face every day globally. 11. At the end of the interview, what is your message to your team and your clients? For the team: thank you for your efforts and hard working to push the firm forward. It would not have been without and your great work and passion. For the clients: thank you for your trust in us, we do promise to exert all the effort we can to meet your expectations.

We have variety of practices, corporate, civil, contracts drafting, M&A and personal status law. Our main aim was to walk on the same track of the international law firms and to be able yo maintain strong reputation in this market. Our team consists of two partners and around 40 employees with strong experience in various practices and we are planning to increase our number in future.

LEADERSHIP and EXCELLENCE

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INTERVIEW WITH PROF. DR. MOHAMED S. ABDEL WAHAB FOUNDING PARTNER & HEAD OF INTERNATIONAL ARBITRATION, CONSTRUCTION BY: Noran Abdulbaki 13 AND OIL & GAS AT ZULFICAR & PARTNERS LAW FIRM 1. Every story has a beginning, as one of the founding This was not only due to the hard work of the thelaw.me partners, tell me more about Zulficar &Partners, and partners but also due to our brilliant team of how would you like to describe the goals at the time lawyers and support staff whom we consider the Firm was established and what are those goals our capital investment. now going forward ? Throughout the years the number of partners jumped from seven to eleven You are absolutely right every story has partners. Amongst our colleagues who have a beginning, Zulficar & Partners was been promoted to partnership are: Mr. Eslam founded back in June 2009 with seven El Dessouky, Mr. Youssef Al Saman, Ms. partners; Ms. Mona Zulficar, Mr. Ashraf Ihab, Dania El Samad and Mr. Hegui Taha. Ms. Ingy Badawy, Mr. Mahmoud Shaltout, Mr. Currently, we consider ourselves a family of Firas El Samad, Mr. Anwar Zeidan and myself lawyers who are committed to the highest (Prof. Dr. Mohamed S. Abdel Wahab). At the professional and ethical standards prevailing time we wanted to establish a firm that offers in the profession. We remain grateful for the a comprehensive range of top quality legal trust, confidence and respect that clients and services to cater for all the needs of clients peers have shown through their feedback, which are quite diverse both in Egypt and which is evident from our listings and rankings internationally. Over the years we have in leading legal directories across the globe. managed to create a very strong presence in For the future, we sincerely hope to continue leading areas of practice such as: international to provide top quality legal services for our arbitration, construction, oil & gas, mergers & clients across the globe and to maintain our acquisitions, capital market procedures and spot as a leading firm in the MENA region, transactions, litigation, IT (Information in the African Continent and well beyond. Technology), competition law, banking and We also intend to continue to invest in finance. Therefore, over a period of almost building and training a generation of eleven years now, we have effectively qualified professionals who truly appreciate managed to achieve a lot in the MENA the value of the rule of law and who can region and beyond by becoming a leading (very capably) compete internationally across Firm across all legal disciplines and fields. all legal disciplines.

3. Are there any future plans of expansion in terms of having branches overseas ? We have considered that actually and we continue to consider it. Currently we are effectively handling work globally, whether in the MENA region, Africa, Europe, Asia and beyond. Practice has shown us that having a base in a certain jurisdiction may have a positive impact, but this is neither a dire necessity nor an indispensable requisite. What really counts is the ability of the Firm to deliver top qualify work and services irrespective of the physical location of the Firm or its lawyers. Physical presence in a specific jurisdiction does not necessarily localize a “14thelaw.me firm, and is not demonstrative of a firm’s ability to deliver top quality work beyond the territorial Hoda A. Nafee I AM VERY FOR 2. Currently we are witnessing the establishment of boundaries of that jurisdiction. GRATEFUL many more law firms in the Middle East and in Egypt. We have demonstrated this to our clients and What makes the Firm different from some of its rivals peers. Whilst Cairo remains our physical and GOD’S GIFT. in the field since it is quite a huge field with a high territorial base, we continue to deliver legal level of competition ? services across the globe for world leading clients. The world is also becoming smaller in terms of connectivity and access to information, and this facilitates doing work beyond any territorial limitations, insofar as the requisite expertise and familiarity with the legal system exist 4. The legal industry is huge and it is constantly evolving especially nowadays with the constant development of technology that leads to the existence of new areas of practice. I AM VERY What we are witnessing today is a breakdown How is the Firm adapting to this? of larger units into smaller units, and I am not GRATEFUL AND surprised by this trend at all. However, what Ever since the establishment of distinguishes our Firm is basically the word Zulficar & Partners we have always believed THANKFUL TO “firm” because in order to compete and invested in information technology, and internationally you must have a firm position in we have acquired the trust and confidence of MY PEERS, the market, and standing firm requires a set of world leading institutions and clients regarding CLIENTS AND criteria which includes know-how, experience, the security systems that we have put in place expertise, and a history and reputation that and that we regularly update. ”MY TEAM you build over the years and so forth. This is a necessity given the nature of work I absolutely wish the best of luck to everyone. we do and the magnitude of instructions we However, in my view, I think it takes more than receive. one person or a few people to establish an In addition, the Firm has been developing entity to be called a “firm”. In addition, you can expertise in the practice area of IT and cyber have one small office that deals with specific security. issues of legal services, but to have a full-ser- Personally, I have also been working on cyber vice firm with a magnitude of work that is security, data protection and online dispute befitting of a leading law firm and resolution ever since 2001. So, the Firm is capabilities to handle mega transactions and indeed up-to-date with recent global develop- cases, inevitably requires a qualified team of ments as we believe that artificial skilled, talented and dedicated professionals intelligence has a great impact on the future who love what they do and appreciate the of the legal profession and the nature and type spirit of teamwork. It takes a lot of hard work, of legal services on offer. energy and dedication to build a name and a brand that command the respect of clients and peers, and we are proud to have managed to do this across all practice areas.

5. The Firm has a big footprint in Egypt and of course I constantly advice them to care for details and internationally, as a head of the international to master their tools as lawyers and believe arbitration, construction, oil & gas and projects that there is nothing impossible. groups, you are dealing with clients all over the world On top of that, I believe that what really makes with different fields of business and this is quite a a difference is the positive team spirit and field to navigate in terms of regulations etc. the effort that we do in terms of prosecuting How do you manage to deal with so many different a certain case. In many instances we believe clients with these different needs in the various that we are not just representing the client; we aspects of what they do ? actually take the case as a challenge to represent the client in the best possible way First of all we only have 24 hours per day both ethically and professionally, and in full and I work round the clock which is a bit respect to our opposing party and their unfortunate but I enjoy my work. Moreover, counsel. In my view, I think it is very we have teams of professional lawyers and important to maintain high ethical standards associates who also work round the clock and to constantly strive to do so. We always in order to cater for the needs of our clients believe that prosecuting a case in the best across the globe and in different time zones. possible way requires not only professionalism We constantly do conference calls round the and expertise, but also ethics in the conduct of clock we do work across different jurisdictions arbitration and representing the client. and to that extent we are capitalizing and I proudly believe that the future of the legal expanding the human resources in terms of field is not dependent on only one person or a hiring qualified lawyers. single firm, but is tied to training and Recently, in the field of international arbitration supporting qualified lawyers of the younger we have successfully secured outstanding generation. I am also proud the next results for our clients and managed to secure generation includes its own brilliant lawyers reimbursement of full legal costs in several and it is our duty to mentor promising younger arbitration cases, including, very recently, in colleagues and to pass on the know-how and an ICC arbitration seated in Paris and the to assist others attain the level of knowledge governing law was French law. So, the fact and excellence that they deserve. that we are a Firm physically based in the MENA region made no difference and did 7. Recently Egypt is becoming a huge center for investment and business. How do 15 not adversely impact our ability, capacity you think the Firm is being ready in the next few years to handle this challenge to and knowledge to prosecute cases on the really continue blazing that trial that it has been achieving throughout the years thelaw.me international level. I believe that our major since it started operating ? investment is in our lawyers who very much appreciate and love what they do. As a caring and top notch lawyer you cannot segregate and Not only do we work on talent retention, separate yourself from the surrounding events that are unfolding in but we also help our younger colleagues to Egypt and globally. More specifically, in Egypt, since 2014 a lot has become the best version of who they are. been achieved in terms of policies, laws and regulations to boost Egypt’s image as an investment hub and I commend all of the work 6. What was it about in the way that you operate and done efforts so far. As legal practitioners, we are bound to in dispute resolution specifically international maintain an up-to-date awareness and knowledge of all the pertinent arbitration that perhaps lead you to win multiple developments, and it is necessary to foresee the areas and practices awards and have a prestigious global professional that needs to be tackled in order to be able to provide our clients with reputation as an individual? practical legal advice to assist them in making the best commercial and business decisions they need to make. First, I am very grateful for God’s gift. I am A lawyer’s role is not to simply provide a dry view of the law, but very grateful and thankful to my peers, clients he/she must present the client with valuable, viable and candid and my team. I am also grateful to the Law practical advice that suits the client in compliance with the rule of law. Magazine for the Lawyer of the Year award Moreover, we have an additional role to play, that is to contribute to that I have received back in 2017, the Swiss the modernization of the legislative and regulatory framework of our Arbitration Association (ASA) global advocacy beloved country (Egypt). Currently, as legal practitioners, we are prize in 2018, and, most recently, the client involved in drafting and reviewing different initiatives and texts that are choice award in 2020. Law is not simply part destined to see the light in the coming months, as part of the legislative of my daily life; it is part of who I am and I truly and regulatory framework of the country. love what I do. I also love my team who work really hard to remain successful and profes- sional. My true legacy that I consider my best investment is seeing my team members grow and blossom into rising stars.

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6 QUALITIES BY: Shahira Khaled 17 Al Kamel Law Firm LAW FIRMS thelaw.me LOOK FOR IN YOUNG LAWYERS It is no secret that a job hunt can be overwhelming and sometimes daunting for fresh graduates and young lawyers. This phase can get even worse if a young lawyer is not aware of what law firms are looking for in a new hire. From our recent encounters with young lawyers and in our hiring process we have noticed that young lawyers are mostly focused on flaunting their good grades and graduating a top of their class, giving minimal attention to other key qualities that law firms are in search of in younger generations. One cannot deny that good grades is an indication to a lawyer’s practical skills and will always be a plus however, the fact remains that softer skills have become extremely scarce. In this short piece I aspire to help younger lawyers focus more on developing some of the qualities that law firms are struggling to find nowadays. I also hope that the tips in this piece will help young lawyers themselves become great and leading lawyers in their careers.

12 Work Teamwork Ethics One of the most Work important Ethics qualities are basically that law the key firms generally characteristics look for in lawyers that you should have at the workplace and is teamwork. Teamwork is in doing your job. Those include without crucial in accomplishing the overall objectives limitation, honesty, integrity, respect, humility and goals of a law firm therefore, no firm will and accountability. These characteristics will want to hire someone who will become a solo dictate how you will react in a given situation, member or who will create friction with an and how you react will uncover the kind of existing or an established team. Being able work ethic that you have. Work on establishing to work and smoothly merge into a group of thelaw.me a good rapport with your colleagues in individuals who might very well come from different positions and your clients to be able different backgrounds is vital in creating to understand other peoples’ ideas and an environment that promotes and fosters opinions, respect them and deal with them. respect, unity, friendship and loyalty. This also It is also very important that you always comes with great benefits to you as a lawyer remember that once you become part of because, working in a team where everyone a firm, you constantly represent that firm, gets along will allow you to learn from others, whether you are on the job or after working avoid possible errors, gain knowledge from hours and so you must always live up to this differing perspectives and learn what is new 18 representation. from more senior and experienced colleagues. 3 Communication It is very important in dealing with colleagues and clients that a lawyer communicates well and delivers the intended information as well as the intended meaning. A lawyer should be able to speak and write clearly and politely yet sharply and confidently.This applies to internal as well as external communication and through all methods i.e. via phone calls, emails and in person. Apply this to your legal drafting and always remember to keep your document concise. Be the exception to the famous saying “The minute you read something that you can’t understand, you can almost be sure that it was drawn up by a lawyer.” Will Rogers Also, do not let the continuous advancement of technology such as the use of gadgets to send emails deviate your attention from the fact that you are a lawyer and should always act like one. Always be formal and professional and maintain the respectful image that comes with this title.

4 5 Positivity Time Management Always keep a Time positive manage- attitude ment is at at the work the top of place. Positive the list in terms thinking is about of importance as much more than just being this directly affects your happy or displaying an upbeat attitude. productivity and performance. 1 Keep a smile on your face It can become extremely overwhelming to 2 keep learning no matter the challenges manage your work emails, work and personal 3 be generous and teach others what calls, administrative work, socializing at the you know. workplace and then dealing with your personal 4 empower others and lift them up. life which you literally try to squeeze in the 5 build genuine relationships with middle of all this. A few tips are: 6 participate in after work activities. 7 contribute to making your workplace 1 Start your day with a task list to monitor attractive. your activities. 8 don’t beat yourself up or others for 2 Set your priorities straight. making mistakes. 3 Establish set times for email responses and calls, AND STICK TO THEM. 4 Stop multitasking (switching back and forth 19 between tasks) as this will ultimately affect the quality of your work, FOCUS. thelaw.me 5 Use a timer to track time spent on tasks; and 6 Dedicate a specific time per week that fits your schedule to sit with your colleagues. 6 Work Attire (Dress Code) Throughout the years and historically lawyers and judges have always had symbolic attires that reflected authority, formality and neutrality. As the world kept changing, different types of attires came into being and new fashion trends started emerging. While that happened, some lawyers got lost on the way. The point is, discipline and precision are a part of law and this is what a lawyer’s appearance should reflect. Always remember that your attire as an individual is the very first impression that you make, it is something that speaks of you before you even start to speak. Your attire points out to your personality. In light of this, use colors that will signify prudence and intellect and most of all, always go for respectful, appropriate and unprovocative clothes. Always remember that you are a lawyer on Sunday and you still are the same lawyer on Thursday. Meetings can pop up anytime and clients can sometimes show up unannounced, always be ready. In summary, understand the boundaries of your freedom at the workplace and remember that this forms part of your respect to others.

LEGAL PROTECTION thelaw.me What is the Meaning of protecting new plants varieties? BY: Hadeer Al- Sayed Associate Plant variety protection, also called as \"plant at Soliman Hashish & Partners breeder's right\" (PBR), is a form of intellectual property right granted to the breeder of a new plant variety and where in it gives breeders a of a set legal protection up to 25 years of exclusive of uniform control over new, distinct, uniform, and stable and clearly sexually reproduced or tuber propagated plant defined 20 varieties. According to this right, certain acts principles. concerning the exploitation of the protected To be eligible for variety require the prior authorization of the protection. breeder. Those general principles The Egyptian IP law no. 82 of 2002 (book four) stipulated by both UPOV conven- (amended by Law No. 26 of 2015 and Law No. tion and Egyptian IP law was as the 144 of 2019) in specific Article 190 has cov- followings: ered such rights as it stipulated on: “The Prime Minister shall establish an office to be known Novelty; The variety have to be new, which as the Office of Plant Variety Protection. The means that the breeder did not sale or provide Office shall be competent to receive, examine a license for sailing the Seed multiplication and decide on applications submitted for the before filing. If a variety has been exposed or protection of plant varieties, in accordance circulated outside Egypt, such period shall not with the rules and procedures stipulated in the exceed six years in case of trees and vines or establishment decision.” four years for other crops and to not exceed one year in Egypt for all crops, otherwise the In parallel to this law, Egypt has signed the variety will not be considered novel. UPOV convention; The International Union Distinctive; The variety has to be distinguished for the Protection of New Varieties of Plants, from other known species with at least known as “UPOV,” which is an one distinguish feature. intergovernmental organization with Uniformity; The variety will be considered headquarters in Geneva. The acronym UPOV enjoyed with uniformity in case the difference is derived from the French name of the between its species falls within the organization, “Union internationale pour la permissible limits. protection des obtentions végétales”. Stability; The variety shall be considered stable in the subject of its basic characteristics The purpose of the UPOV Convention is to remain unchanged after repeating its ensure that the member States of the Union successive planting for two years or two acknowledge the achievements of breeders agricultural cycles whichever is less. Or at the of new plant varieties, by making available to end of each breeding cycle in the case of there them an exclusive property right, on the basis is a particular reproductive cycle.

of new Plant Variety in Egypt Presidential Decree no. 144 of 2019 and which covered articles 192 to 2020 as well. The amendments of 2019 has gained the UPOV approval and let Egypt to be officially recognized as UPOV member state by December 01, 2019. Protection By becoming a member of UPOV, a State signals 21 is afforded to its intention to protect plant breeders on the new varieties basis of principles that have gained worldwide thelaw.me of plants both as recognition and support. It offers its own an incentive to the plant breeders the possibility of obtaining development of protection in the other member States and agriculture, horticulture provides an incentive to foreign breeders to and forestry and to safeguard invest in plant breeding and seed production the interests of plant breeders. on its own territory. UPOV has established a Improved varieties are a necessary, and very detailed set of general principles for the cost-effective, element in the quantitative and conduct of the examination of plant varieties qualitative improvement of the production of for distinctness, uniformity and stability, and food, renewable energy and raw material. more specific guidelines for some 160 genera In the absence of plant breeders’ rights, those and species. These normative documents are aims are more difficult to achieve since there progressively updated and extended to further is nothing to prevent others from multiplying genera and species. Their use is not limited the breeder’s seed or other propagating to plant variety protection but extends to other material and selling the variety on a areas such as national listing and seed commercial scale, without recognizing in any certification.The most intense cooperation way the work of the breeder. between member States concerns the examination of plant varieties. It is based In order to join the UPOV convention, it was on arrangements whereby one member State required to amend the Egyptian IP law to be conducts tests on behalf of others or whereby corresponded to the outlines of the UPOV one member State accepts the test results convention, Egypt has adopted amendments produced by others as the basis for its twice; the first one was by the Presidential decision on the grant of a breeder’s right. Decree no. 26 of 2015 and which amended Through such arrangements member. articles 192 to 202, however, those It’s worth mentioning that the development amendments did not met the requirements and marketing of new vegetable varieties is of UPOV, therefore, Egypt membership was a growing trend in the global food system in kept pending till further amendments to be order to ensure the food safety as food made which were the amendments of the materials considered almost the top ratio in the GDP for countries.

Football over the past 10 years has become a big business attracting investors from all over the world. It is no longer a local game played by amateurs. The English Premier League, is the best example of how global the game has become in terms of owners of clubs. There are three main types of revenue sources of football clubs, as follows: 1. Sponsorship rights (commercial rights, TV rights, media rights … etc.), 2. Revenues of players’ transfer. 3. Revenues of sale of tickets and sports clothes and sports equipment. 22thelaw.me It is interesting to note that, Liverpool FC has A private club is defined as “a club established published on 27 February 2020 its financial in the form of a joint stock company to provide BY: Dr. Ahmed Abouzeid report for the period ending on 31 May 2019, sports services to its members in accordance Senior Associate where its media revenue is £261 Million, with the investment rules in the sports field”. commercial revenue of £188 Million, and This represents a very important first step Alieldean, Weshahi & Partners match tickets of £84 Million. towards having the legislative framework Egypt is working on catching up with what is governing sports clubs. This has remedied a happening globally. The starting point was to major regulatory defect in the laws that gov- abolish the law governing sports dating back erned sports in Egypt. to 1975 and to create a legal The Sports Law has defined three legal forms infrastructure that allows private investors to of sports clubs in Egypt, which are: invest in sports. The only avenue for the pri- 1- Public club, which that law refers to as vate sector to take part in the football industry “Sports Entities”, Al-Ahly and Zamalek being was through companies that wish to establish an example. a club for its employees, these corporate clubs 2- Corporate clubs. have expanded their activities to go beyond 3- Private clubs its employees, e.g. Ghazel El Mahala, Arab Contractors, Enppi, Pyramids FC…etc In compliance with the new legislative In May 2017, the Egyptian legislator has approach, many existing corporate clubs issued a new sports law No. 71 for year 2017 have started taking all the legal procedures (“Sports Law”) under which a new legislative necessary for converting their clubs into infrastructure was created in order to private clubs, given that private clubs are encourage investors to invest in the Egyptian more advantageous and attractive for the football industry through what is called a investors as they do not have the heavy Private Club. regulatory involvement faced by corporate clubs.The Sports Law stipulates that public clubs may establish joint stock companies open to all private investors and such companies can list its shares at the Egyptian Stock Exchange It is still early days to judge the impact of the Sports law and to see if “Private Clubs” under the Sports Law shall enable Egypt to benefit economically as in other countries. Sports law is a new field of law that should be studied in Egyptian universities, at least on the post graduate level and lawyers should prepare themselves to fully understand this law as legal services for those understanding sports law shall be in demand soon.

WOULD 23 THE NEW EGYPTIAN thelaw.me SPORTS LAW CREATE A DEMAND FOR SPORT LAWYERS?

The House of Representatives was due to vote on the Data Protection Act in a plenary session last month before sending it to President Abdel Fattah El Sisi for ratification. The 54-article bill lays out the ground rules for how businesses use personal information collected online. It enshrines users’ right to access their private data at any time as well as give them the right to take legal action against parties responsible for data breaches and misuses of private information. It is the local version of the EU General Data Protection Regulation (GDPR). The draft law protects personal data, such as a person’s name, picture, address, religion, and medical records. It also gives individuals the right to ask for their data to be deleted. It additionally sets limits regarding how organizations collect, use, transfer and retain personal data. thelaw.me Companies that are collecting, controlling, or BY: Ahmed El Sharkawy, processing personal data must be licensed and Partner at Sharkawy & Sarhan Law Firm should comply with national requirements, the draft law stipulates.All organizations operating in Egypt are obliged to follow the new regulations. In addition, companies carrying out direct marketing are also significantly impacted. EGYPT’S Why worry? 24 Consequences for non-compliance are DATA severe. Punishments can range all the way PROTECTION from imprisonment to fines and revoking LAW licenses. Eligible companies are asked to SIMPLIFIED comply within 18 months after the issuance of the law. Nevertheless, the draft excludes several categories of entities and some forms of processing from the scope of application of the new law. For instance, the Central Bank of Egypt and the entities falling under its supervision are not bound by the requirements of the law. What is the action plan? Companies must track their entire data cycle starting from when they receive personal information to its deletion. Through every step, the organization must ensure it complies with the relevant regulation. After documentation and policy implementation, training employees is crucial for a smooth transition.

The key principles 25 Principles such as lawfulness and transparency prevent companies from keeping an electronic thelaw.me record of individuals, except in certain cases. For example, if a person has given their consent or if the data collection is essential and necessary for the execution of a legal or contractual obligation. Yet, the company collecting the information must reveal why it is gathering its data and what it intends to do with it. Moreover, a company must ensure the data collected is accurate and audited periodically. Such procedure requires the organization to map its data, review it, check it and set up a system that allows authorized employees to make correc- tions. That system must also show the date of the last updates.Companies must also take the necessary technical and organizational measures for the protection of personal data to ensure there is no breach of privacy, hacking, destruction, alterations, or damage to personal data. Accordingly, they must appoint a data protection officer to ensure integrity and confidentiality. Additionally, a regulator must registe both the data protection officer and the organzation. Lastly, the data access system must report data leakages as they occur. For example, businesses should not only address cyber-security risks. They must have a secure process for the disposal of digital documents as well as physical mediums containing electronic personal data. That includes how to dispose of computers where this information was stored. Also, the organization must have stringent security procedures to access digital personal data records. What needs to change in the current draft? There is little doubt that data protection is Disclaimer : necessary and will eventually create a better The information contained business environment. However, jail sentences are not in this article/publication suitable for businesses. The ideal solution is to does not constitute legal exclude incarceration and increase financial penalties advice and should not instead. The second issue is data localization. The draft law be construed as such. requires the regulator’s prior approval before transferring personal Should further analysis or data across borders. Most businesses in Egypt use cloud-based solutions, explanation be required on which invariably include personal data. Since data centers for such cloud solutions the subject matter covered, are outside Egypt, all companies will need to obtain a license to use cloud-based solutions. please contact the author. This is cumbersome. The GDPR, for example, requires no such approval provided that the country to which the data is transferred offers the same level of protection.

Short summary: GUC’s Public International Law Department GUCs Year of Public International Law aims has conceptualized and launched GUCs at broadening students’ knowledge on inter- Year of Public International Law 2020 in the national law, current developments and the presence of the UN Resident Coordinator, Mr. diverse stakeholder landscape. For the pur- Richard Dictus, GUCs Chairman of the Board pose, the Public International Law Department of Trustees, Prof. Mansour, GUCs President, designed a series of extracurricular activities, Prof Hegazy, as well as representatives from including a biweekly lecture series during Switzerland, Egypt, EU Delegation in Egypt, Tuesday’s lunch hour by high ranking practi- UNHCR, UNODC and DAAD. tioners, excursions to international Institutions, In Mr. Dictus’ very insightful guest lecture he international moot court participation and an stressed on the importance of UNSDGs and international summer school. means of measuring the progress by focusing on People, Planet, Prosperity, Peace, and Partnerships. thelaw.me Testimonials: It was a great talk, and it “Mr. Dictus tackled every challenge that we face in a was an honor to attend a 26 “The talk was very very well-structured manner. It was very informative “talk for Dr. Dictus. and it covered all the aspects that it needed to cover. professional and I also think that launching GUC’s Year of Public Farida Fares, International Law will be a major step for the GUC in ”informative. I enjoyed 2nd Year Law Student the legal field, and I, as a former GUC student, feel the way the talk was ”It was a very well- ”very happy about that. I believe Public International presented. coordinated event, and I Law is a very important field and such launch will Logyne Shoeib, definitely yield positive results. 2nd Year Law Student “enjoyed the whole thing. Dr Hatem Amer, Hana Khalifa, Representative from Ministry of Health ”3rd Year Law Student Summary of Guest Lecture On February 4th 2020, GUC’s Public As he indicated, they were not the result of by Mr. Richard Dictus: International Law Department launched a comprehensive analysis of development GUC’s Year of Public International Law 2020. necessities. Therefore, they were considered Mr. Richard Dictus, the United Nations (UN) too narrow. Moreover, the MDG’s framework Resident Coordinator in Egypt, was the did not give sufficient consideration to the keynote speaker at the launch event. potential effects and impacts on different He tackled the Millennium Development dimensions. Not only that, but also equity Goals (MDGs), Sustainable Development represented a major challenge in the MDGs. Goals (SDGs), and Egypt’s progress in the A lack of clear ownership, global partnership, SDGs and the challenges it faces within the and leadership internationally and nationally region. According to Dr. Dictus, the MDGs might have also partially affected the were eight international development goals achievement of the MDGs. to be achieved by 2015, which addressed With regards to the SDGs, Mr. Dictus poverty, hunger, maternal and child mortality, indicated that they were an urgent and communicable disease, education, gender necessary initiative for action by all countries inequality, environmental damage and the in the UN in global partnership. global partnership. However, the MDGs had They recognized common goals that they a limited scope which did not cover all the believed were essential. These include ending aspects of the impediments facing developing poverty and other deprivations which were countries through their progress. coherently made with regard to strategies

Launch GUCs Year of Public International La Short summary: Launch GGUUCC’ssYPeuabrliocfIPnutebrnliactiIonntaelrnLaatwionDaelpLaartwme2n0t20h,a4sthcoFnecberpu Public International Law 2020 in the presence of the U Short summary: Dictus, GUCs Chairman of the Board of Trustees, Prof. M GUC’s Public Intaesrnwateiollnaasl rLeapwresDenetpaatirvtmesenfrtohmasSwcoitnzceerplatunadl,izEegdypatn,dEUlauDn Public InternationaanldLDaAwA2D02. 0 in the presence of the UN Resident Coord Dictus, GUCs ChaIinrmMarn. DoficthtuesB’ voearryd ionfsiTgrhutsftuelegs,uPesrtolfe. cMtuarneshoeurs,trGesUsCeds oPnret as well as represenotfamtiveeassufrroinmg tShweiptzroerglraensds,bEygfyopctu, sEinUg DonelPegeoatpiloen, PinlaEngety,pPt GUCs Year of Public International Law aims at broadening and DAAD. In Mr. Dictus’ verlyawin,sicguhrtrfeunltgdueevstelloecptmureenhtse asntrdestsheed doinvethrseeimstpaokrethaonlcdeeor flaU of measuring the pIrnotgerrensastiboynafloLcuaswinDgeopnarPtemoepnlet ,dPeslaignneet,dParosseprieersitoyf, Pexeatrcaec,uar GUCs Year of PublelicctuInretersneartiieosnadl uLrainwgaiTmusesadt abyr’osadleunnicnhg shtuoduerntbsy’ knhoigwhle law, current develionptemrneanttisonaanldItnhsetitduitvioenrsse, sintatekrenhaotlidoenrallamndosoctapceo.urFtopr atrhteic International Law sDcehpoaorlt.ment designed a series of extracurricular activities, i lecture series during Tuesday’s lunch hour by high ranking practitio international Institutions, international moot court participation and an in Testimonials: BY: Yassmen Mosselhy, 27 school. 3rd Year Law Student The talk was very professional and informative. I enjoyed the w Testimonials: thelaw.me The talk was very professional and informative. I enjoyed the way the talk was prese It was a great talk, and it was an honor to attenLdoagtyanlke fSohroDeirb. ,D2i that improve health and education, reduce He highlighted the clear disparity between developed and developing inequality, cause economic growth and reduce in terms of effects of climate change on their current and future environmental damages. It wcoansdaitgiorneast. Ttahlkir,da, nhde imt wadaes anchleoanrocrotnonaetctetinodnabetatlwkefeonr pDrriv. aDteicatunsd. Mr. Richard also discussed the challenges public in securing Prosperity. He indicated that by ensuring that sustainability is prIot fwitaabslae,vtehreySwDeGll-sccooourdldinbaetegdueavreanntt,eaenddthIreonujgohyFeadrtihdeawFhaorlees,th2 facing Egypt in the five P’s, which are: People, the private sector. Fourth, he underscored the importance of Peace for Prosperity, Planet, Partnership, and Peace in Egypt’s development. He discussed the regional peace crisis the SDGs, specifically those in regards of surrounding Egypt which could potentially lead to adverse effects on attaining full realization of each goal. It wEagsypat’vseerycowneolml-cy.oTorhdeirneaftoerde,ehveenstt,reanssdeIdeonnjotyheedimthpeowrthaonlceethoifnfgin.ding He tackled the need for a change in the global solutions and maintaining peace in the region in order to obtain behavior in terms of economical sustainability, collective development. Finally, he concluded that attaining theseHgaonaalsKhalifa, 3 equality, and environmentally. can only be through Partnership. This is a key difference between the First, he analyzed the challenges with regards SDGs and the MDGs. Only through finding a common interest, it would to the People. The difficulties in attaining this be possible to achieve the goals within the deadline. Thus, the 5 P’s goal are in completion in terms of the whole are all equally indispensable for Egypt’s realization of the SDGs. population. He stated, for example, in terms To conclude, Mr. Dictus called for active contribution by both civilians of the fourth SDG “Quality Education”, that the and corporation. Furthermore, he stated that passive acts and enrollment of the first million is less abstention are undesired. Therefore, advocacy and understanding challenging than that of the last million. Sec- the importance of each goal is what he believes can possibly generate ond, he discussed Planet. a better more sustainable future for the next generation.

28thelaw.me Ancient Egypt introduced to the whole world the importance of construction to civilization to reinforce the wide-ranging power of the BY: Mariette Rafik pharaoh, that’s why their architectural sites are still recognized and Legal Director appreciated around the world 7000 years after they were built. After thousands of years and as development becomes the most Orascom construction important challenge facing the human race, the world bank stated the Legal Department importance of the construction industry as a driver of economic growth especially in developing countries as it plays an important role in the economic uplift offering job opportunities to millions of unskilled, semiskilled and skilled workers. It also plays key role in generating income in both public and private sector. In Egypt mega projects have been a main characteristic for the past 6 years, the government has placed the construction sector at the heart of its economic agenda, so it becomes the most dynamic sector in the Egyptian economy, and Cairo became the world’s fastest-growing city in 2017. Orascom has always recognized the importance of being part of Egypt’s development and is actively pursuing projects in various sectors through which it developed a wide range of niche core competences that enhance our market positioning in both regional and international markets, to be a recognized leader in our industry. standing upon

Construction Industry is diversified, it involves We study the Main Contract between the numerous Clients, Main Contractors and client and Orascom to extract the most Subcontractors, our concern here is the important clauses that to be applied in our Subcontracting process, the subcontracting Subcontract to avoid any conflicts between strategy is a world-wide tendency because it the two parties. We offer legal advice saves money and time, the flexibility they offer, whenever needed. they are expertise in their field, the simplicity We represent our company in negotiating that will set your mind free from details, our Subcontract with the Subcontractors. We another important aspect is preventing always provide new revisions to our existing reputational damage by surrounding yourself Subcontracts to fit new law amendments and with the right team and fewer Legal to cover any further disputes. Obligations.Our team draft various kinds of Hold seminars to introduce our new Subcontract Agreements, Addendums, Letter Subcontracts to projects managers and of intents and Purchase Orders according to Orascom employees.I think we couldn’t reach the scope of work for example our Standard so far as a team or as a company unless we supply and install Subcontract, Fabrication believed in the power of the team, here in 29 Subcontract, Lumpsum Subcontract, Orascom we use the word “team” when we Maintenance Subcontract,Testing Agreement mean “employees. and Equipment Rental Contract. thelaw.me

30 FMSTthelaw.me LAW BY: Al Kamel Law Firm The Facilities Security and Money Transportation Law

The It is apparent that the 31 Facilities legislator’s intention when Security and Money drafting the FSMT Laws was thelaw.me Transportation Law No. 86 of 2015 and its to avoid loopholes in previous- Executive Regulations (the FSMT Laws) have ly issued laws entailing local been issued to regulate the activity of facilities participation requirements for security and money transportation (the FSMT companies operating in specific Activities) in Egypt, which had an impact on activities. A clear example would be the companies already operating in this field Importation Law, where there are local Company or Companies) in many aspects, participation requirements for companies where specific criteria was set out for the operating in the field of importation for shareholders (Shareholders), executive shareholders to be of Egyptian nationality, management (Director), individuals which lead companies to establish entities appointed by companies to carry out FSMT (a two-layered structure) in order to be in Activities (the Security Personnel) and position to register with the Importation licensing requirements. Register and carry out their activities, while in compliance with the literal interpretation of For example, the FSMT Laws provide that the the Importation Law. FSMT Activities may only be performed by a joint stock company with certain minimum The abovementioned issue regarding the capital requirements. In addition, FSMT Laws Interpretation of the Importation Law also provide that a Company must obtain the remained problematic and uncertain until the prior approval of certain governmental security Advisory Committee of the State Counsel agencies, as well as other requirements in issued its Advice No. 1012 on 25 October, relation to Directors, which must have former 1984, to the effect that if the capital of the experience in this field or should otherwise company requesting registration with the undergo specific training with governmental Importation Register is partially owned by security agencies. other companies, such other companies shares must be wholly owned by Egyptian nationals, whether natural persons or corporate entities. In light of the above, our view is that the FSMT Laws were clearly drafted to provide that Companies are wholly owned by Egyptian nationals to Egyptian parents, which suggests the necessity of having natural persons of Egyptian nationality to become Shareholders or ultimate beneficiary owners.

thelaw.me THE “CLINIQUE JURIDIQUE DE LA SORBONNE” 32

VOS The “Clinique Juridique de la Sorbonne” is a legal clinic established in DROITS “Paris 1 Panthéon-Sorbonne” University in France, offering its services NOTRE queries for free. C O M B AT The “Clinique Juridique de la Sorbonne” aims to answer the legal quest require resorting to a legal counsel, of those who may not have the f professional lawyer. In addition, the legal clinic also targets professionaliz exposing them to the practical aspect of law, usually neglected by universit A few months ago, on the 24th of October 2019, the Egyptian branch o Sorbonne” has been founded by a group of strongly dedicated students faculty of Law of Cairo University, in order to chase those aforementioned Faithful to our objectives, each enquiry received, whether it falls under th law, is researched and treated by devoted and competent students of the International (IDAI). Afterwards, each answer is reviewed by a legal profe ensure the accuracy of the answer. 33 The “Clinique Juridique de la Sorbonne” is a legal clinic established thelaw.me in 2015, by law students of the “Paris 1 Panthéon-Sorbonne” University in France, offering its services to those confronted by legal queries for free. The “Clinique Juridique de la Sorbonne” aims to answer the legal questions, which do not necessarily require resorting to a legal counsel, of those who may not have the financial capabilities to hire a professional lawyer. In addition, the legal clinic also targets professionalizing undergraduate students, by exposing them to the practical aspect of law, usually neglected by universities. A few months ago, on the 24th of October 2019, the Egyptian branch of the “Clinique Juridique de la Sorbonne” has been founded by a group of strongly dedicated students of the French Section of the faculty of Law of Cairo University, in order to chase those aforementioned objectives in Egypt. Faithful to our objectives, each enquiry received, whether it falls under the scope of Egyptian or French law, is researched and treated by devoted and competent students of the Institute de Droit des Affaires International (IDAI). Afterwards, each answer is reviewed by a legal professional in order to validate and ensure the accuracy of the answer.

34thelaw.me MERGER By: Tamer Abdel Moaty OF INCORPORATIONS Founder and CEO of The Egyptian Companies law No.159 of the year 1981 did not state International Legal House a clear definition of merger in Egypt, however, jurists tried to put a definition for it. Some of them have defined it based on its consequences “it is the dissolution and merger of two companies or more to create a new whole company, or the merger of one company or more into the other with the transfer of all the merged companies’ money, obligations and assets into the other company”. Consequently, it is clear to conclude from the above mentioned that it is whether the merger of two companies or more together to create a new whole company or the merger of companies into the other. The merger contract leads to the transfer of the company’s patrimony to the other according to the provisions of the law of transferring the in kind shares even if these shares include sums of money or all the patrimony is about sums of money, this merger results in creating a whole new company which acts as a descendant for all the merged companies legally in all the obligations, rights and what has been agreed on at the merger contract without prejudice to the creditors rights.

Based on the above mentioned, merger is divided to different types: 1) Horizontal Merger: 2) Vertical Merger: A vertical merger is a merger between It is the merger that happens between companies that produce different goods companies belonging to the same industry. or offer different services for one common The companies have businesses in the same finished product. The companies operate at space and are generally competitors to each different levels in the supply chain of the other. Horizontal merger is a feature of an same industry. The motivation behind such industry which consists of a large number of mergers is cost efficiency, operational small firms / fragmented industry. The level of efficiency, increased margins and more competition is high and the post-merger control over the production or the synergies and gains are much higher for distribution process. Additionally, this type of companies in such industries. The motivation merger is considered as one of the best types behind such merger is economies of scale and as it results in increasing production efficiency control of bigger market share. and decreasing market control. This type might have a negative impact on the market as it might lead to the market and 3) Merger according to the will: prices control. In some cases that could lead Merger also could be differentiated based the governments to prevent this merger as it on the will of the merged companies. First, decreases the competition in the market and the free will Merger that happens without leads to corner the market. any coercion or duress. In this case the merger deal happens away from any financial crisis or pressure, but based 35 on the market requirements, changes and companies benefits. However, thelaw.me in certain situations authorities and governments may oblige two or more companies to merge due to the com- panies’ financial crisis or companies that are being bankrupted. This merger comes out of the powers provided by the law to certain authorities. Consequently, this happens on the provisions of law or a decree rather than an agreement. 4) Traditional Merger: A) Consolidation Merger: A consolidation merger is one in which both the companies lose their identity as separate entities and become a part of a bigger new company.This is generally the case with both the companies being of the same size. In this case the new company owns all the merged companies assets, money, debts and obligations and acts as a descendant of all the merged companies. B) Combined Merger: It is when one of the companies combines with another company in which the merged company becomes a part of the other company with transferring all the merged company assets, rights and obligations to the other company. This means that the merged company will totally disappear and be a part of the other company. This type is the most popular one nowadays. Usually, it happens between a bigger company and a smaller company as this does not cost companies huge fees and expenses.

thelaw.me LAW & ECONOMIC BY: Gehad El Saeed Legal Counsel atGROWTH 36 REVIEW El Sewedy Electric EGYPT 2020 ARE WE ON THE RIGHT TRACK FOR THE GROWTH OF EGYPT GDP RATES?

Law and Economics are undeniably 37 intersected in all the aspects necessary for the development of the Egyptian Economy thelaw.me GDP rates and the size of attracted investments flows. Accordingly, the more alignment between the government reform policies in parallel with an effective protection of investments and rule-based governance, the best results in our GDP rates will be reached. In this respect, it is significant to review whether our regulatory legal framework offers the required guidance for the implementation of such policies. Egypt grew a faster 5.3 percent last fiscal year showing its strength and it is expected to reach 6 percent in the medium term, the more key economic sectors continue to recover its shortfall due to the investment challenging atmosphere. The Egyptian Government authorities’ efforts have been successful in achieving macroeconomic stabilization, a recovery in growth, and an improvement in the business climate. GDP growth accelerated from 5.3 percent in 2017/18 to 5.6 percent in 2019 which made Egypt more resilient to the elevated challenges in the external atmosphere. 6 5.2 5.4 5.3 5.6 5 5 5.3 5.4 5.5 4 3 4.3 2 3.4 3.8 2.3 1 0 JANUARY JULY JUL-16 JAN-17 JU-17 JAN-18 JUL-18 JAN-19

Actual GDP growth 2019 2020 2021 2022 2023 2024 (Annual percent change) EGYPT 5.9 5.9 6 6 6 6 TRADINGECONOMICS.COM- CENTRAL BANK OF EGYPT thelaw.me INVESTMENT LAW 38 The Egyptian Investment Law No. 72 of 2017 offered new guarantees and incentives by introducing new safeguards and rights for facilitating the running of investment projects process more efficiently, such as the guarantee of equal fair and just treatment between foreign and national investors with the exception of preferential treatment to foreign investors granted under the principle of reciprocity. Additionally, the law presented protections for invested funds against any arbitrary procedures or decisions by conditioning thatany decision shall be justified and communicated to the concerned parties pursuant to the law. Further, the law implemented the one-stop-shop Investor Service Centre (ISC) creates an investor-friendly environment by unifying and simplifying the procedure and shields investors from corruption and bureaucracy through GAFI. Another key addition, is the protection of investors against nationalisation and non-expropriation except in limited scenarios for public utility but with advance fair compensation to be calculated in accordance with the fair economic value on the preceding date of the expropriation decision. Besides, the restrictions imposed for freezing or attaching investment projects except with final court decision or an irrevocable order. Last, the bestowed protections for investors against the withdrawal or suspension of projects licenses without notifying the investor of the occurred breach and after hearing the defenses in relation to the said breach and after allowing the investor to fix the breach within 60 days before the issuance of GAFI decision with the right to appeal such decision before the GAFI Appeals Committee and the courts. In parallel to the above, more rights have been offered to investors for allowing a smoother and more efficient time for the investment projects such as, investors are permitted to establish, operate, expand, and finance their projects in foreign currency transferred from outside without restrictions. Moreover, investors are allowed to own, run, use and dispose the project to gain profits and too transfer their profits abroad and to liquidate the project, and transfer the profits of such liquidation partially or wholly abroad without prejudice to the rights of third parties. Added to that, foreign investors are entitled to dispose their assets freely and transfer their profits from local currency to foreign currency via licensed banks without delays or restrictions. Nonetheless, investors are also entitled to import all necessary supplies and materials for their activity or export their products either directly or indirectly through an intermediary without the need to be registered in the register of importers or exporters.

COMPANIES LAW BANKRUPTCY LAW The issued Law No. 4 of 2018 aims at the The Bankruptcy Law No. 11 of 2018 has ease of the procedures for establishing and encouraged more investors to continue expanding companies, the protection of economic activities and perform restructuring minority shareholders rights, and the in case of bankruptcy. facilitation of voluntarily liquidation and market exit. COMPETITION LAW CAPITAL MARKET LAW Egypt has amended Law No. 3 of 2005 for 39 the Protection of Competition and Prohibition Law No. 17 of 2018 offered tools for the of Monopolistic Practices and the Executive expansion of the size of investments in the Regulations (the “Competition Law”) and capital markets through Islamic Bonds, the issued Law No. 56 of 2014 in order to create trade of future contracts and launching future a more competitive market place for investors exchanges, the lowering of listing fees to enhancing the role of the Egyptian Competi- 0.002% of the value of the financial instrument tion Authority for the Protection of Competition or stock to attract small size companies to list. and Prohibition of Monopolistic Practices” (“ECA”). BANKING MICROFINANCE LAW thelaw.me Law No. 176 of 2018 concerning Financial In light of all the aforementioned, the rule of law represents the Leasing and Factoring Activities has helped foundation of the economic development and swipe away any with broadening access to financing options uncertainties in the market the more we adhere to it, as well as for companies and presented financial legislative bodies shall make sure that all regulatory laws are clear, regulatory tools for leasing and factoring fair and enforced equally to all investors. activities for service, trading and production This shall result in a more positive exogeneity and will assure the projects under the supervision of the Egyptian efficient allocation of our resources creating a better functioning Financial Supervisory Authority (EFSA) to economy and attract more local and foreign investments which shall ensure the activities transparency and contribute accordingly in the growth of our GDP rates. credibility. In June 2019, the first SME finance institution has been licensed by the CBE licensed Egypt’s first SME finance institution offering USD 200 million in funding to banks. Further, the CBE cut policy by 150 basis points in August 2019, according to World Bank will enhance private sector cash flow through its effect on lending rates.

CHALLENGES BY: Hossam Gramon thelaw.me OPPORTUNITIESPartner at Al Tamimi & Company AND EDUCATION Karima Seyam 40 SECTORAssociate at Al Tamimi & CompanyOF INFINANCE EGYPT

Al Tamimi & Company is the largest law firm in the MENA region with 17 offices across 9 countries. Are a full- service firm, specializing in advising and supporting major international corporations, banks and financial institutions, government organizations and local, regional and international companies. Our main areas of expertise include arbitra- tion & litigation, banking & finance, corporate & commercial, intellectual property, real estate, construction & infrastructure, and technology, media & telecommunications. Education continues to be one of the central Universities operating in Egypt fall under the pillars of economic growth and prosperity following categories (with each category being across the globe, with investment in governed by a separate set of laws and education increasing dramatically to reflect the decrees: ever-growing positive correlation between the 1 public universities, quality of education and growing economies. 2 private universities; The steady growth that the Egyptian economy and 3 branch campuses of foreign universities. has witnessed throughout the last few years has been accompanied by a strong Public universities in Egypt continue to comprehensive move by the Government of depend solely on funds injected by the Egypt towards creating a more robust, modern Egyptian Government into public sector and all-inclusive education sector in Egypt. education and therefore fall largely outside This move towards developing the education the scope of private sector investments. 41 sector is clearly underlined in Egypt’s Vision Private universities in Egypt are governed by 2030, with radical educational reform, virtue of the provisions of law No. 12 of 2009 particularly at the level of higher education, and its executive regulations issued by virtue thelaw.me being at the very core of Vision 2030. of decree No. 302 of 2010 (collectively the The regulatory framework governing the ‘Private Universities Law’). The provisions education sector in Egypt is set out in a of the Private Universities Law stipulate that number of laws, decrees and regulations private universities shall not be established which govern the various types of with the main purpose of procuring profit but education systems and educational institutions shall be established with the core purpose of in Egypt. These laws and regulations also enhancing the level of education as well as govern establishment processes and licensing scientific research in Egypt. Moreover, private requirements, permitted use of funds, disposal universities are established in Egypt by virtue of assets, standards to be upheld in relation of a decision issued by the President of Egypt to quality of education, as well as the general based on a request presented by the founders operation of educational institutions in Egypt. of the university in question and the approval Under Egyptian law, universities are entities, of the Egyptian Council of Ministers. which do not fall under the legal definition The framework regulating the establishment of companies, civil society organisations or of International Branch Campuses (‘IBC(s)’) of non-governmental organisations, established foreign universities in Egypt is set out under for non-profit purposes and with the aim of law No. 162 of 2018 and Ministerial Decree enhancing the prevailing levels of education No. 4200 of 2018 (collectively the ‘IBC Law’), and scientific research. To this day, Egypt whereby the IBC Law provides two paths continues to rely on a highly subsidised public for foreign universities to establish an IBC in education system in order to meet the Egypt: i by applying directly before the increasing demand for education. Ministry of Higher Education (the ‘Ministry’); or ii by applying through an Educational Institution. IBCs, as is the case with private universities, are established for the core purpose of developing and improving the higher education system and scientific research in Egypt.

thelaw.me A study conducted by According to the provisions of the Private PricewaterhouseCoopers (PwC) in 2019 on Universities Law, the funds of private 42 education in the Middle East concluded that universities shall be utilised for the sole Egypt has the largest education system in the purpose of funding the activities of the Middle East and North Africa (MENA) region university and for investment in the continued and therefore offers excellent opportunities enhancement of its operations and the quality for investors seeking a foothold in the MENA of the education provided by it. region. The report lists the following Excess profit accrued by private universities, favourable investment fundamentals in beyond what is needed for improving relation to the education sector in Egypt: educational services, shall be distributed among the founders in accordance with the 1 A sustainable demand for education due university’s bylaws. Moreover, the Private to steady population growth; Universities Law stipulates that funds 2 An improving macroeconomic setting deposited in the accounts of private showing strong signs of recovery; universities shall not be drawn upon for 3 The Government of Egypt actively reasons other than for the benefit of the encouraging private sector participation; university. Such a prohibition on disposal and 4 A stable institutional setting owing to the use of funds extends to cover the assets of the maturity of Egypt’s education system; and university in question and shall not be dis- 5 A need for investment in bridging skills’ gaps posed of except for the benefit of the univer- through vocational training and enhanced sity. Accordingly, the argument that a founder higher education offerings. may obtain financing guaranteed by the assets of the private university in question is largely Egypt’s growing population as well as the based on merits and would depend on wheth- insufficiency of Government funds has placed er the founders will use all actual financing enormous strains on the education system obtained solely for the benefit of the private in its entirety in Egypt, which has, in turn, led university in question. to the Government of Egypt to turn to private Such legal argument has not yet been tested sector investment in the education sector, by the highest courts of Egypt. The board of particularly in universities, in order to meet the trustees of each private university in Egypt ever-rising demand for education as well as controls, as per the provisions of the Private provide better quality education at all levels. Universities Law, the management of its funds. However, despite the favourable investment It is rarely the case in practice that the board fundamentals listed above, Egypt’s education of trustees is actually controlled, de facto, by sector continues to be extremely the founding entity. underfunded due to various obstacles which Accordingly, creating any mortgage, pledge continue to face investors that are willing to or any other form of security over private extend finance to private educational insti- universities’ assets, including buildings and tution. One of the most evident obstacles is lands necessary for the operation of the the issue of obtaining securities in relation to university is highly likely to be deemed as a investments in private sector education. form of guarantee to the founders. Since the private universities’ main purpose The enforceability of such mortgages/pledges is not to achieve commercial profit, financial has not yet been tested. It follows, Egyptian institutions tend to extend financing to law restricts the ability to create/enforce corporate founders (in case such founders security on private assets earmarked for are corporate entities) rather than extending public use. While, from a practical standpoint, the financing directly to the private universities it is common market practice to create such in question. Under the existing legal regime bankable securities, the enforceability of the governing universities, the ability of private same remains a grey area. universities to guarantee the obligations of its founders is largely a grey area that has not been tested by the highest courts of the country. The Egyptian Ministry of Education and Technical Education “MoETE” has developed and education reform program 2018-2030 with a total expected cost of USD 2 Billion

Private universities do not issue shares and 43 are, as mentioned previously, created by virtue of specific presidential decrees. thelaw.me Accordingly, it is common that funding institutions request the sponsors to pledge their shares in the corporate founding entities (to the extent that the founder is a corporate entity). As such banks would have indirect access to university as an ongoing concern. However, the enforceability of such security is, again, a largely grey area that is yet to be tested. This is due to the fact that the provisions of the Private Universities Law as well as the IBC Law stipulate that the Ministry must be notified prior to any proposed change in the documents or information, including any change in the founders, relating to the university (whether it is a private university or an IBC) in question and on the basis of which the decision establishing said university was initially issued. The Private Universities Law further stipulates that the Minister of Education is vested with the power to either approve of or reject the proposed change. While on the other hand, the IBC Law stipulates that any such amendments or changes are to be approved or rejected by the President of Egypt after hav- ing been presented to the Egyptian Council of Ministers. Accordingly, it could be argued that any change in founders which comes into effect due to a pledge of shares agreement in relation to shares of the founders may be rejected by the Minister of Education or the President of Egypt, as the case may be. Although the Government of Egypt has shown unwavering support for private sector investments, it appears that the bankability of private and IBC universities financing in Egypt is largely a grey area when considered from a collateral perspective. However, and due to the ever-increasing demand for better quality education as a means of securing future economic benefits, private sector education continues to be a largely untapped market with seemingly endless potential.

4444thelaw.me ELMETR thelaw.me DOMINATING BY: Adham Molokhia Managing Partner | Elmetr Lead Generation for Law Offices With more than 250 clients asking to get in contact with lawyers each day on Elmetr platform, and over100 lawyers in the directory, Elmetr is becoming the biggest portal for generating leads for lawyers in Egypt. Currently, the legal environment in Egypt is chaotic. On one hand, more than a hundred thousand lawyers are offering services to clients. On the other hand, millions of clients are seeking legal help each year. In Egypt, there is an enormous gap between clients seeking legal help and lawyers offering legal services.

On one side, the traditional methods that Within a few days after launching the 45 people use to seek legal help is to call website, the business team was impressed friends and family for recommendations. by the number of www.elmetr.com visitors. thelaw.me This method is not always reliable, since recommended lawyers might not be the Clients from a variety of backgrounds, most suitable to handle that particular legal whom are seeking lawyers are capable of case. After surveying more than 100 clients, searching through a large number to choose Elmetr discovered that the most important from by visiting www.elmetr.com. An executive selection criteria are credibility, specialty, team then contact the clients to understand location, and clients reviews. the case and match the client to the most Recently, many clients have started to suitable lawyer for their case. The first visit is search for lawyers on social media booked in the lawyer’s office and a follow-up platforms. However, their search results are team, follows the case progress until it is much random, in that they do not address completed ensuring transparency, the main selection criteria. One of the major efficiency and smoothness defects in the legal industry, is the inability of of the process. individuals to find and locate the lawyers that With hundreds of best suit their case. This defect, augments visitors every day, client dissatisfaction probabilities and drives every lawyer listed the community into a vicious circle of on www.elmetr.com frustration.On the other side, according to the receives a large Egyptian Bar Association data, over a hundred number of clients in thousand lawyers are officially registered in their law office. Egypt. Traditionally, lawyers work on growing their private business through creating new Elmetr presents a connections, attending national and marvelous and international conferences, presenting talks, efficient marketing and using social media and mass media opportunity for platforms. The aforementioned methods lawyers, allowing have for long proved their effectivity. for more time to be invested in professional and technical career development as well Law office business development: as polishing up their reputation. In order to Traditional vs Modern improve the legal arena in Egypt, lawyers Ahmed ElSayed a Cairo University Law need to separate between professional and School graduate, with 8 years of working business development, with more time needed experience, has his own law well-established to be invested in professional development. “I law office which is well reputed, claims that sensed the pressing need to have an Egyptian hanging one’s business on social networks portal to facilitate and organize the match- from family and friends has its limitations. He making process in a transparent manner” then switched to using social media portals explains Adham Molokhia, the CEO of Elmetr to advertise for his office, but discovered that platform, “creating a transparent, simple and social media, such as Facebook, are currently user-friendly web-based platform, accessi- making more complex legislations for adver- ble to all of the public, is the holy-grail of this tising businesses, with even more expenses project.” to reach an acceptable target population. “In order to build up and enlarge your business Elmetr aspires to become the biggest lead- and reputation using social media, you are generation hub for all lawyers in Egypt, obliged to invest a large sum of money as well and the Middle-East. Its positive impact on as an immense amount of time to address the legal community shall be foreseen in the received inquiries, and at the end of the better transparency of legal case handling, day you end-up only with a couple of serious positive client reviews, more specialization clients!” and sub specialization, clear lawyer profiles, better reach for law offices and higher Elmetr online platform, has compiled a quality service. directory of lawyers with their subspecialties, addresses, years of experience, and fees in Elmetr is transforming the search for legal one site. The information is presented to the advice, making it easier for clients to find a public in a very simple, transparent and personalized and individualized lawyer for user-friendly manner. their case. There are currently over a 100 enlisted lawyers from Cairo and Alexandria, and 5 other Egyptian Governorates, and hopefully reaching full region.

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