Latham & Watkins operates as a limited liability partnership worldwide with affiliated limited liability partnerships conducting the practice in the United Kingdom, France and Italy and affiliated partnerships conducting the practice in Hong Kong, Japan and Singapore. Latham & Watkins practices in Saudi Arabia in association with the Law Office of Mohammed Al-Sheikh. © Copyright 2010 Latham & Watkins. All Rights Reserved.

Doing Business in IraqAn overview of the environment, market entry

considerations and requirements

Presented by: Dr. Philipp von RandowMunich

10 December 2010

General Statistics

• GDP: USD94 Billion (IMF Projection)

• Population 28.5 Million (Growth Rate 2% per annum)

• 115 Billion barrels proven oil reserves (follows Saudi Arabia and Iran)

• Majority of wealth from production and sale of crude oil; mainly controlled by the Government of Iraq.

• FDI (Iraq outside the Kurdish Region) USD2 Billion in 2008

• FDI (Kurdish Region) USD15 Billion in 2008

Iraq’s Ranking in “Doing Business” 2011

183Closing a Business

Source: World Bank – IFC, “Doing Business” Report 2011

141Enforcing Contracts

179Trading Across Borders

54Paying Taxes

120Protecting Investors

168Getting Credit

96Registering Property

102Dealing with Construction Permits

174Starting a Business

166Ease of Doing Business

“Doing Business” 2011Rank Category

Iraq overall ranks 166 out of 183 economies in Ease of Doing Business

Ease of Doing Business in Numbers

43.6Min. capital (% of income per capita)

107.8Cost (% of income per capita)

77Time (days)

11Procedures (number)

Starting a Business

506.8Cost (% of income per capita)

215Time (days)

14Procedures (number)

Dealing with Construction Permits

0.0Private bureau coverage (% of adults)

0.0Public registry coverage (% of adults)

0Depth of credit information index (0-6)

3Strength of legal rights index (0-10)

Getting Credit

6.4Cost (% of property value)

51Time (days)

5Procedures (number)

Registering Property

Source: World Bank - IFC “Doing Business” Report

Ease of Doing Business in Numbers

4.3Strength of investor protection index (0-10)

4Ease of shareholder suits index (0-10)

5Extent of director liability index (0-10)

4Extent of disclosure index (0-10)

Protecting Investors

10Documents to import (number)

3550Cost to export (US$ per container)

83Time to import (days)

80Time to export (days)

10Documents to export (number)

Trading Across Borders

28.1Cost (% of claim)

520Time (days)

51Procedures (number)

Enforcing Contracts

14.9Profit tax (%)

13.5Labor tax and contributions (%)

28.4Total tax rate (% profit)

312Time (hours per year)

13Payments (number per year)

Paying Taxes

• The Iraqi Government

• Economic Policy• Central Bank and Monetary Policy• Fiscal Policy• Trade Policy

• Security

Overview of the Political and Economic Environment

The Iraqi Government• Federal parliamentary representative democratic republic

• Coalition Provisional Authority (CPA)

• Interim Iraqi Government (IIG)

• Iraqi Transitional Government (ITG)

• The new Iraqi Constitution 2005

• Election of Council of Representatives 2005

• Election of Council of Representatives 2010 (New Government Nov-10)

• Current laws governing Iraq are a product of its history

Overview of the Political and Economic Environment (Iraqi Government)

Overview of the Political and Economic Environment (Economic Policy)

Central Bank and Monetary Policy• Central Bank of Iraq (CBI) law

• Transitioned to the New Iraqi Dinar (IQD or NID)

• The CBI has responsibility over exchange rate policy

• Central Bank of Iraq liberalized interest rates on deposits, loans, credits, securities, and all other domestic financial instruments

• Inflation appears to be stabilizing between 5 and 7 %

Overview of the Political and Economic Environment (Economic Policy)Bank accounts

• Residents of Iraq and other Arab countries and both domestic and foreign companies can hold foreign exchange accounts domestically at commercial banks and are permitted to use these accounts withoutrestrictions as long as the accounts are credited with foreign currency.

• Foreign currency accounts can be held by residents abroad whereas domestic currency (IQD) accounts cannot.

• Resident accounts in domestic currency (IQD) can be converted into foreign currency.

Other significant banking-related issues faced by foreign investors:

• Difficulty and delay in obtaining letters of credit• High interest rates on business loans

Overview of the Political and Economic Environment (Economic Policy)Exchange controls

• There is no forward exchange market in Iraq.

• Exchange controls are monitored by the Central Bank of Iraq.

• Capital transactions are subject to documentation and reporting requirements.

• With the exception of investment in natural resources (including oil), most restrictions on foreign investment have theoretically been abolished.

• Foreign investors are permitted to hold a 100% stake in businesses and fully repatriate their profits.

Overview of the Political and Economic Environment (Fiscal Policy)

• Board of Supreme Audit ensures ongoing Iraqi Government transparency.

• Government budgets are transparent

• International debt of over $120 billion

Overview of the Political and Economic Environment (Trade Policy)• All trade with Israel continues to be forbidden

• World Trade Organization (WTO) approved Iraq’s request for observer status

• WTO established a Working Party to examine Iraq’s membership application

• Intellectual property registration, must certify adherence to the Arab League Boycott of Israel

Overview of the Political and Economic Environment (Security)Security

• Continues to be a concern for the international business community

• Potential for attacks against foreign citizens and facilities remains high

• Theft and violent crime persist in Iraq, and, in many areas, may out weigh the threat from terrorist or resistance activities

• Kurdistan region exception, as security responsibility in the Kurdistan Region was handed over to Kurdistan Regional Government in 2007

• Significant security planning required

• Incorporate a Branch or a Trade Representation Office

• Registering a Company in Iraq

• “Investor status” through the investment promotion agency

• Joint Ventures

Ways for Foreign Companies to Operate in Iraq

1. Incorporate a Branch or a Trade Representation Office

Representation Office• Non performing branch of a company; not allowed to engage in a

commercial activity/transaction.

• The foreign company will be permitted only to conduct marketing,negotiation, and feasibility studies.

• The advantage of setting a Rep office:• A presence in Iraq • Saving time if converting into a branch.

• The representative office registration period is usually 2-4 weeks.

1. Incorporate a Branch or a Trade Representation Office (continued)

Branch• A Branch is a performing entity of the mother company• A governmental contract (Iraqi or US) must be obtained• The advantages of a Branch:

• Able to conduct commercial activities within Iraq (limited to the terms and objectives of the governmental contract)

• Speed-up process to register • Able to use its mother company’s name (being a branch)

• The main disadvantage is mother company liability• Registering a branch requires 2-4 weeks • Converting a representative office to branch usually takes 5-10 days

1. Incorporate a Branch or a Trade Representation Office (continued)• Foreign companies register their office with the Ministry of Trade’s

companies registrar and obtain a Business ID number. • The company will be required to submit an application and include

the following (certified by the competent authorities):• Memorandum of incorporation and articles of association of the mother company.• License application form.• Valid registration certificate of the company or the corporation issued from the

country of origin.• Latest final accounts of the company or the corporation together with the board of

directors report attached with these accounts • Power of attorney issued from the company or corporation management for the

branch or office manager residing in Iraq.• Authorization of the representative for filing with the Registrar of Companies.

• If the applicant is interested in obtaining a branch license:• A confirmation letter from the government department or contract source clarifying

the contract nature or the rendered services together with the term, and that includes also the companies which are investing in the governorates and regions in compliance with Investment Law No. 13 Of 2006.

• The branch or office manager and the representative of filing with Registrar of Companies must reside in Iraq. Passport copies required.

2. Registering a Company in Iraq

IQD200,00045Apply for a trade license (other licenses may take longer)11

IQD5,0002Deposit initial capital at commercial bank and obtain a confirmation receipt3

Source: World Bank – IFC “Doing Business” Report 2011

USD2,14777 DaysTotal

IQD20,0003Register employees for social security10

USD1502Legalize accounting books9

IQD450,0002Report to tax authority to establish tax registration8

No Charge1Obtain registration certificate7

IQD20,0002Make company seal6

USD703Advertise incorporation notice in the newspaper5

IQD300,00014File for registration at the Commercial Registry4

IQD900,0001Hire a lawyer to draft articles of association2

IQD350,0002Search for a company name; obtain a name reservation letter from the Baghdad Chamber of Commerce

1

Cost to Complete

Time to Complete(days)

ProcedureStep

2. Registering a Company in Iraq

The Companies Law, No. 21, 1997 divides companies into a variety of Legal forms, the law permits foreign natural or juridical persons to own companies:

-May be formed with one owner, no more than 25 natural or juridical persons-Limited Liability

Limited Liability Company

-One natural person-Unlimited liability

Sole Owner Enterprise

-No less than two persons, no more than 25-Jointly and fully liable

Joint Liability Company

-Mixed company are Joint-Stock Companies or Limited Liability Companies that shall be formed by the agreement between one or more persons from the state sector and one or more from outside that sector.-Government must have more than 25% of capital, if the mixed company is in insurance and reinsurance, involves the Labor and Social Security Department, and other investment that cabinet may add.

Mixed Company

-No less than five persons, no more than 100-Limited liability

Joint-Stock Company

SpecificationsForm

LLC• New entity fully owned by a foreign company. • Minimum capital 1 million Iraqi Dinars• The main advantages of this form are

• Access to activities restricted to Iraqi companies• Separate and limited liability from mother company• Liability limited to the paid capital only.

• The disadvantages of this option are: • Long procedure (approximately 3 months) • Company should have an Arabic name reflecting its activities; an

Iraqi LLC name cannot contain non-Arabic words

2. Registering a Company in Iraq (continued)

2. Registering a Company in Iraq(continued)

The procedures to register a company are:• Register a trade name with the relevant trade chamber or the union of

trade chambers.• Submit a contract signed by the founders of the company, stating the

name of the company, its activities, and its capital.• Deposit appropriate capital for the company, in IQD, at an authorized

Iraqi bank and notify the Companies Registrar.• Pay all fees required to register the company with the Companies

Registrar. • For joint stock companies, submit the subscription certificate, signed by

the founders, and the company’s feasibility studies.• Define the commercial and technical activities of the incorporating

company to be included in the contract for incorporation.• Obtain approval of the Minister of Interior for all foreign shareholders.

• After the company is founded: • Employ a local legal advisor (attorney) for the company• Employ a local chartered accountant• Appoint an Executive Manager

3. Investor status through the investment promotion agency• The National Investment Law has been on the books since 2006, however

implementing regulations have not been issued, despite years of debate.• Government formed the National Investment Commission (NIC) and the Provincial

Investment Commissions in every province• Investment Commissions have struggled with:

• unclear lines of authority; • budget restrictions; • the absence of regulations • the lack of coordination

• Many of the investments that the NIC had announced did not actually break ground; of the USD 74 Billion announced up to October 2009, only a fraction actually signed investment contracts.

The licensing process (allegedly as simple as):• Investors submit a request to the NIC indicating a desire to invest, including the proposed

investment sector and geographic area. • Foreign investors must include a certificate of good standing from a certified bank. • Investors may include a list of projects completed both inside and outside Iraq. • Investors must provide details of the investment project, including an economic and

technical feasibility study.• Investors must provide a timetable for executing the project. • The NIC shall execute the investment license in a period of time not exceeding 45 days

from the date of submittal.

3. Investor status through the investment promotion agencyTo comply with the terms of Investment Law No. 13 and

receive the guarantees and privileges, investors must comply with the following:

• Investors must provide the date commercial operation began to the National, Provincial, or Regional Investment Commission, depending on the circumstances.

• Investors must maintain proper accounting records, approved by a licensed Iraqi accountant.

• Investors must submit an economic and technical feasibility study.• Investors must regularly provide current budget status and project progress

status.• Investors must keep a record of any import-fee exempted items imported for the

project. Investors must not harm the Iraqi environment and must also adhere to all valid quality control systems in place in Iraq, as well as to international quality standards (International Organization for Standardization (ISO) and European Union (EU)).

• Investment projects must comply with all Iraqi security, health, and public order statutes, and must respect the general values of Iraqi society.

• Investors must adhere to Iraqi labor laws as they pertain to salaries, time off, work hours, and other stipulated working conditions.

3. Investor status through the investment promotion agencyBenefits, Guarantees and Exemptions under the Investment Law:

• 10 year Tax exemption. • Repatriate investment and profits from investments, after paying all taxes and debts owed to the Iraqi

Government and all other authorities.• Employ foreign workers when needed. • Obtain 3 years exemption from import fees for required equipment. • Guarantees that the government will not nationalize or confiscate investments.• Foreign investors have permission to trade stocks and bonds listed on the Iraqi Stock Exchange (ISX).• Foreign investors may form investment funds, consisting of shares or bonds, on the ISX.• Foreign investors are allowed to lease land for the life of the investment project, or for a term of up to 50 years.

Extensions can be requested and obtained from the NIC for additional years based on need and economic considerations. Additionally, a bill has recently passed which would allow foreign investors to own land (within constraints).

• Foreign investors may insure their investment project with any Iraqi or foreign company which they deem suitable.

• Foreign investors may open accounts for licensed projects in Iraqi and/or or foreign currencies with Iraqi or foreign banks.

• All foreign investors and non-Iraqi employees of licensed investment projects have the right to reside in Iraq, as well as the right to unimpeded entry and exit from Iraq.

• All licensed projects are protected from any type of confiscation or nationalization of any part of the project, unless there is a legally obtained judgment against the project.

• Non-Iraqis working for investment projects may transfer their salaries and other compensation outside Iraq, after paying all taxes and debts owed to the Iraqi Government and all other authorities.

• Any future amendment to this law will not have retroactive effect on the guarantees and exemptions stated above.

3. Investor status through the investment promotion agencyInvestment Law No. 13 covers investments in:

• The private and mixed (public/private) sectors.• A minimum level of capital investment of $250,000 USD.

All projects below are not under the authority of the PIC (strategic projects):• Common projects between more than one region or province.• Projects related to the extraction of natural resources, other than limited by Article

29 of the Investment Law. • Projects relating to the development of archeological and historical sites. • Projects related to telecommunications.• Projects established under an agreement of which the Republic of Iraq is a party. • Infrastructure projects with capital greater than $50M USD or equivalent in Iraqi

Dinars (IQD).• Engineering, mineral, petrochemical and medical industries projects as well as

manufacturing projects for various types of vehicles where the capital of each is greater than $50M USD or equivalent in IQD.

• Transportation projects such as roads, seaports, airports and railways with capital greater than $30M USD or the equivalent in IQD.

• Power projects with capacity greater than 30 megawatts each.• Projects relating to dams, reservoirs, and irrigation greater than 50M sq m.• Any project with capital greater than $1B USD or equivalent in IQD.• Any other projects deemed by the Cabinet to be of a strategic or federal nature.

4. Joint Ventures

• The Companies Law 21 (1997) and CPA Public Notice 9 (June 2003) allow Iraqi entities to establish direct trading entities with foreign companies.

• Local partners may be a good way to navigate through Iraq.

• On-the-ground experience • Guide through the bureaucracy• Overcoming barriers of language and culture• Significant when pursuing opportunities with the Government of

Iraq

Taxation

• Flat corporate tax rate of 15%

• Income from Government sources, international organizations and NGOs is not taxable

• Flat sales tax applied to premium hotel and food services

• Generally low, transparent tax environment

Free Zones

• Basrah / Khor Al-Zubair, Ninewah / Flaifil

• The Free Zones law enables the following activities in Free Zones:• Industrial activities, including production, sales, assembly,

manufacturing, and repacking• Warehousing for re-export and trade• Warehousing services• Transportation services• Banking, insurance, and re-insurance• Professional support services for the industrial activities listed above

• In theory, capital, profits Goods imported into Free Zones and exported from Free Zones to other countries are exempt from all taxes and fees.

• Goods exported form a Free Zone to Iraq are subject to the 5% reconstruction levy. There is no duty on exports from FZs, throughout the lifetime of any project, including its construction and start up phases.

IP Environment

• Iraq lacks basic IP protections and enforcement• In the process of developing a new IPR law to

comply with the WTO Agreement on Trade Related Aspects of Intellectual Property Rights (TRIPS), a “one-stop” IPR office.

• Trademark Protection• Iraqi laws protect registered trademarks for 10

years.• Investors may extend for a further 10 years, if the

trademark holder re-applies within 6 months of expiration of the trademark validity.

• Patent Protection

• Copyright Protection• Copyrights last for the lifetime of the author, plus

an additional 50 years.

Protection of Property Rights

• 2009 amendment to the Investment Law, allows foreign interest in land for residential real estate development.

• Foreign investors are permitted to rent or lease for up to 50 years.

• No restriction on foreigners holding shares and securities.

Expropriations and Compensation

• Iraqi Constitution protects against expropriations unless it is "for the purpose of public benefit in return for just compensation."

• Investment Law also guarantees “non-seizure or nationalization of the investment project covered by the provisions of this law in whole or in part, except for a project on which a final judicial judgment was issued.”

• Elements of the Government have taken issue with the NIL, and the Judiciary has not reviewed or ruled on any cases concerning it to date.

• Protection is therefore from expropriation that meets international standards will likely depend on domestic implementing legislation and/or future bilateral treaty obligations with investor states.

Dispute Settlement

• Domestic arbitration well-developed• International arbitration insufficiently supported by

domestic law• Investment Law• Civil Procedure Code

• Signatory to: • League of Arab States Convention on Commercial

Arbitration (1987) • Riyadh Convention on Judicial Cooperation (1983)

• Considering, but has not signed nor adopted:• The United Nations New York Convention on

Recognition and Enforcement of Foreign Arbitral Awards (1958)

• The attendant rules and procedures established by the UN Commission on International Trade Law (UNCITRAL).

Foreign Labour (work permits)

• One of the most serious hassles facing companies when they startwork

• Pressure leading to procedural improvements• Arab employees are treated as Iraqi (notification only)• Foreign employees may not be employed until they possess the

required work permit.• 1 year permits (renewable)• Contracts include requirements for changing employees• Employee already inside Iraq, company completes application

process• Employee outside Iraq, must have an employment contract and

process completed by the employee abroad.• If an expatriate wishes to end a work contract he must give 30 day’s

notice. By law, if an expatriate does not give 30 days notice prior to leaving his position he must compensate the employer.

Foreign Labour (work permits)

• Foreign companies contracting with government agencies are obliged to inform Employment Offices of their foreign labour needs.

• Employment Offices in each region maintain a special register torecord Iraqi job seekers who are willing to work.

• The Employment Office shall inform the company of the registeredjob seekers available with the Office. In the case of there being no Iraqi job seekers, the company can employ the workers needed, directly within a period not exceeding 2 months.

• The Employment Office renews work permits upon renewal of employees’ contracts and residence. The foreign company should address the Employment Office two months before the end of residence in Iraq.

Foreign Labour (work permit process)

Work Permit application process for expatriates inside Iraq

Step 1: Complete application and submits the necessary documents showing that his entry to the country was legal.

• MoLSA subsequently inspects the investor’s business site to assess the project’s employment needs. The ministry bases the investor’s expatriate quota on NIC’s assessment of the project’s need for foreign labor, and also the economy’s overall need for non-Iraqi labor. Expatriate approval criteria and an investor’s expatriate quota determination remain ill defined in 2009.

• MoLSA completes the quota process within 7-10 days of investor application. Once NIC informs the ministry with the number of specific expatriate employee quota the investor may apply for work permits on behalf of prospective non-Iraqi employees.

Foreign Labour (work permit process)

Step 2: Submit work permit application to MoLSA / Labor and Vocational Training Directorate in Baghdad or its branch offices in the provinces, or through his employer.

The application should include the following information: • Information on employee’s educational and technical

qualifications, including copies of university degrees, training certificates, licenses, etc.

• Employee’s name • Employee’s nationality • Type of work the employee will do in Iraq • Work contract duration

Foreign Labour (work permit process)

• Prospective employee’s passport information page, including a valid entry visa

• Employer’s name and address • A copy of the employer’s Chamber of Commerce or Federation of

Iraqi Industries registration • At the time of application the investor pays a IQD 1500 processing

fee. • As mentioned in step 1, MoLSA’s Directorate of Labor and Vocational

Training subsequently reviews the application. The directorate consults Iraq’s Employment Office to determine the project’s employment needs

• In some cases MoLSA may ask other ministries and/or agencies to validate a prospective employee’s credentials. For instance, the Ministry of Health may review health care professional certifications; the Ministry of Education may review teacher certifications, etc.

Foreign Labour (work permit process)

Step 3: Retrieve work permit from the Labor and Vocational Training Directorate.

• The employee/investor checks periodically with the Labor and Vocational Training Directorate, and once the work permit is ready the investor may retrieve it.

• MoLSA officials indicate that there is no average processing time. Investors indicated a time processing delay of 7-15 days for Labor and Vocational Training Directorate issuance of work permit for applicants within Iraq.

Foreign Labour (work permit process)Work Permit Application Process for Expatriates outside Iraq• All process steps are completed by the expatriate employee, first to gain entry to the

country, and then once he/she enters Iraq. • When an employee applies for a work permit from outside Iraq the Immigration Office

processes an Ordinary Visa on his behalf to enter the country.

Step 1: Submit a work permit application to the Iraqi Embassy in home country. The employee submits an application that includes the following information: • The prospective employee’s educational and technical qualifications, including copies

of university degrees, training certificates, licenses, etc. • Employee’s nationality • Type of work the employee will do in Iraq • Work contract duration • Employer’s name and address • Passport information page • The embassy forwards the prospective employee’s application to MoLSA in Iraq. • MoLSA’s Directorate of Labor and Vocational Training in Baghdad and its branch

offices in the provinces subsequently reviews the application, checks the documents and the work approval within Iraq, then addresses relevant authorities to grant the foreigner entry visa.

• The Immigration Office subsequently instructs the relevant embassy or consulate to grant the employee a preliminary work permit concurrently with an Ordinary Visa.

Foreign Labour (work permit process)

Step 2: Enter Iraq and finalize work permit procedures with MoLSA’s Directorate of Labor and Vocational Training.

• Once the employee enters Iraq on an Ordinary Visa he must visit MoLSA / Directorate of Labor and Vocational Training within seven business days to convert his preliminary work permit into a work permit.

• Once in the country, the employee must visit MoLSA to purchase an application form for converting his preliminary work permit into a work permit. The form costs ID 500.

• Complete and submit application. The employee/investor completes the application form and submits it to MoLSA. He attaches the following documents to his application:

• Passport copy • Passport-sized photo • Letter from the Municipal Council in his district confirming his residence address in Iraq.

• In addition, the employee must submit a personal guarantee letter. In the letter the employee must assure MoLSA that he will return the work permit to his employer when he leaves the post.

• Retrieve work permit. The employee returns to MoLSA to retrieve his work permit within 1 week of application. This period might extend to reach 15 days.

Kurdistan Region

• To operate in Kurdistan or bid on tenders, a foreign business must be registered with the Kurdistan Regional Government.

• The KNA passed an Investment Law in July 2006. • Right to land ownership by foreigners• Tax and Customs exemptions• Repatriation and partnership flexibility

• Hydrocarbons Framework Law has not passed, due political impasse. Although Kurdish National Assembly have passed the Kurdistan Region Oil & Gas Law, justified by the Iraqi Constitution, that stipulates that regions have the right to manage their own previously untapped oil and gas reserves.

• The autonomy, stability and historic under-investment have made the Kurdistan region a hub for investment.

Market Opportunities

• State-owned enterprise and preparations for commercialization and privatization, legacy of the government’s economic centralization has placed large portions of Iraq’s land and industrial capacity under the control of the various national Ministries

• Tenders from the Government of Iraq• Bidders must be registered with the Ministry of Trade. • Tender notices are almost always in Arabic.• Requirements will include years of operation, production capacity,

financial strength and past commercial activity in Iraq.• Tenders on an on-going basis • Little consistency in how tenders are offered, written or announced.• Government procurement practices are generally plagued by the lack of

transparency, delays in signing and longer delays in securing letters of credit

• A growing private sector• Sufficient resources in private hands to fuel substantial demand for

consumer products

Dr. Philipp von Randow

Dr. Philipp von Randow | +974.4406.7721 | philippvon.randow@lw.comDr. Philipp von Randow is a partner in the Doha office of Latham & Watkins and is the Local Department Chair of the Middle East Finance Department. His practice focuses on representing banks and corporations on debt financings and restructurings, as well as capital markets law. He has advised in the structuring of many multi-billion cross-border leveraged buyouts, bond offerings and out-of-court restructurings (including debt-to-equity-swaps).

Prior to joining Latham as a partner in 2002, Philipp von Randow headed the banking and restructuring practice at one of the largest independent law firms in Germany. Dr. von Randow also served as advisor to the German Ministry of Justice on theplanned modernization of German bondholder law. He is recognized in the handbook JUVE "German Commercial Law Firms" as "frequently recommended" for bank lending.

Dr. Philipp von Randow lectured on corporate, banking and finance law at the Universities of Osnabrück and Hamburg and is well known in the banking community as a result of numerous publications on capital markets, corporate governance and corporate finance topics. He also served as a John M. Olin Visiting Scholar at Harvard Law School from 1990 to 1992. Dr. von Randow is a member of the Insolvency Reform Group of the European High Yield Association and of the Turnaround Management Association (TMA).

Dr. von Randow’s representative experience includes:

• Advising the State of Qatar and its State Finance Policy Committee, in connection with its US$10.0 billion capital markets bond offerings;

• Advising a Middle-East-based stock exchange on the introduction of securities lending;

• Advising a Middle-East-based Central Bank on establishing a credit bureau;

• Representing a German Landesbank NORD/LB in its €25 billion MTN-Programmes;

• Representing Bayer AG in €2.5 billion mandatory convertible bond for the acquisition-financing of Schering AG;

• Advising Deutsche Bank AG London in debt equity swap and recapitalization of listed Deutsche Steinzeug AG; and

• Representing lenders in the restructuring, refinancing and debt equity swap of HP Pelzer Group.

The Latham NetworkDelivering counsel worldwide – through a network of over 2,000 attorneys and 30 offices.

Beijing

Hong Kong

Shanghai

Singapur

Tokyo

Abu Dhabi

Doha

Dubai

Riyadh

Barcelona

Brussels

Frankfurt

Hamburg

London

Madrid

Milan

Moscow

Munich

Paris

Rome

Chicago

Houston

Los Angeles

New Jersey

New York

Orange County

San Diego

San Francisco

Silicon Valley

Washington, D.C.

AsiaMiddle EastEuropeNorth America

Latham & Watkins has handled matters in more than 100 countries and the knowledge and experience we have

acquired are brought to bear in everything we do.

Latham’s Global Experience Footprint