IFLR 1000
The Guide to the World's Leading Financial Law Firms

"Political turmoil, social disruption, political heat, labour strikes and a big vacuum in the constitutional system: no parliament and no president." This is one partner's description of the months following the revolution of January 25 2011 which culminated in the arrest of Hosni Mubarak, the country's president for 30 consecutive years. A military council-led interim government is in place until elections, due in late 2011.

"Due to the revolution there has been a complete blackout period, our litigation department is swamped," says a local partner, "companies are being investigated in criminal investigations, so they can't be doing business as usual and if you are a company executive under investigation you are going to put all your effort in defending yourself".

Another local firm is busy with "litigation over labour issues from strikes and demonstrations, dispute and regulatory work for clients to make sure they are not in violation of anti-corruption laws; the typical reaction is: we have investments there, who are the owners, are they in any way connected to the regime, is there any chance that funny business happened?" Another lawyer describes how "the government is reopening every single privatisation in the last decade... there is a huge investigation into the property of real estate developers in tourism and residential and new land allocated by the government: the pricing, what were the relationships and cancellation of allocations".

Heads of investment banks, high profile service providers, industry leaders and banks with ties to the Mubarak family have all come under pressure, while on the public side "all of a sudden not one official wants to sign anything, no one wants to take responsibility for anything," notes a lawyer. The events have also shut some avenues for funding: "banks are very reluctant, they lent a lot of money to people who are now in jail, to big tycoons who are out of the country, and the tourism business is hurt".

Meanwhile some commentators see the investigations widening in scope and even speculate that "it could open the door for the liability of lawyers... many things were done in an improper way, maybe they will be uncovered," says one partner.

Perhaps surprisingly, some lawyers report activity and say clients are watching for opportunities. In mid-2011 banks did start to "pump money back into the economy, they have shown a lot of resilience", says one partner, and the Ministry of Finance has announced new public-private partnership (PPP) construction projects under the country's new January 2011 PPP law, so firms are gearing up for project finance. "There are sweet spots for post-election," says a lawyer, "so they [clients] need to get their ducks in a row... providing there is a euphoric atmosphere".

One firm notes that private equity is on the move. "Some clients have not been putting plans on hold," says the partner, "I didn't expect it of US firms, but they have very sophisticated fund managers here, top level guys who feel that no matter what happens politically property will be safe, there is no prospect of a socialist government to take that away, the Muslim Brotherhood is capitalist in nature, it will not affect PE investment".

By and large, the definite consensus is that in the run up to the revolution it was business as usual, with only a few commentators claiming that corruption and cumbersome and erratic bureaucratic procedures were increasing. One client complains of having deal with piles of official papers each needing a 15 day wait for a stamp.

In general there is feeling of hope among firms that certain practices and the gap between law and practice will close; that the economy will open up more, that there will be new players and increased competition, and that more "transparency" will give a boost to Egypt.

Al Kamel has had a good run of things lately especially in banking and finance work, for which it is widely considered one of the leading firms and in M&A.

One of the firm's major clients is Palm Hills Developments and through 2010 it advised the company on two syndicated facilities totalling $100 million as well as three further facilities totalling $135 million in order to finance a new real estate project in the Sixth October City, a project in New Cairo District and the construction of a mall.

The firm also assisted Palm Hills on the financing for and negotiation of a $26 million acquisition of Macor for Securities Investment, a holding company with a number of investments in the hospitality sector.

In a large banking deal, the firm advised Commercial International Bank and a group of lenders as local counsel on a $500 million loan to Egypt's third largest mobile operator Etisalat Misr. The firm also won mandates from the International Finance Corporation (IFC), Deustche Investitions, Euroclear Bank and Barclays, as well as referral work from international firms including Freshfields. Tamim Foda led on a number of the deals.

On the M&A side, the firm worked alongside Trowers & Hamlins to advise a large US drinks company on its acquisition of a local Egyptian dairy company for $100 million. In another deal, it acted for EFG Private Equity on three transactions adding up to over $100 million including the sale of sweet company Edita and the acquisitions of a meat import business and hospitality company.

DLA Matouk Bassiouny has momentum behind it. The young team is popular with private equity firms and is one of the strongest operators in aircraft financing. In January 2011 it also hired partners Mohamed Abdel-Fattah and Mohamed Gabr, with two of their associates, from Zaki Hashem, giving them one of the best capital markets teams in the country. The firm also recruited a finance associate from Ibrachy & Dermarkar.

According to one client: "They were very professional, they know the ins and outs of Egyptian law, they do a super job, can draft in Arabic and English and deliver on time." Another says: "DLA made the acquisition [which another firm had made impossible]; they were very supportive [...] I did seven trips to Egypt and each time we had a meeting with very good participation and each time [John Matouk] provided a solution."

In 2010 before joining DLA, Gabr and Abdel-Fattah handled some of the biggest capital markets deals in the market, highlights being advising EFG Hermes on the $206 million IPO of Juhayna and Beltone Investment Banking on the $200 million IPO of Amer Group.

Head of banking and project finance Mahmoud Bassiouny advised a syndicate including JPMorgan and the National Bank of Egypt on a $1.5 billion bridge facility to the Egyptian General Petroleum Corporation and a $2 billion facility to Petroleum Export Limited IV, and another syndicate on a $1 billion loan to Petroleum Export Limited IV. He also led a team including Mohamed Abd El Gawad, Heba El Aawar and Farida Ibraheem to advise Suez Steel Company on a $600 million financing and on the largest aircraft finance facility in 2010, advising the US EximBank on Egypt Air's acquisition of five Boeing 737-800s.

In M&A, the firm helped North Africa Holding Company on its acquisition of Egyptian International Medical Center and United Pharmaceuticals, and Orascom Telecom Holding on the $130 million divestment of LinkDotNet. In another mandate notable for the profile of the clients, Matouk advised Intel Corporation on its acquisition of SySDSoft.

Egyptian International Legal Consultancy (EILC) was established in June 2010 by Badawi Hozaein and Galal Eldin Elhamamsy with a team of four lawyers. The firm has been quickly developing a track record in M&A.

It has had a tough start, establishing six months before the Egyptian economy went into shutdown. However it did close one large M&A advising the National Bank of Egypt on the $83 million acquisition of 100% of the shares of El Tawfik Mortgage Company from El Baraka Bank.

In 2011, Hozaein was also engaged by the Egyptian oil services company Guide Geosciences Technologies to advise on a sale to the US-based GX Technology, which was being advised by Baker & McKenzie. On the banking and finance side the firm has some good clients, among them Burooj, Baraka Trade and Investment, Bank of Valletta and the Egyptian Credit Bureau.

Baker & McKenzie is consistently rated as a leading office in Egypt. "It is pretty much dominating the market in most categories," says one peer: "they have everything: big local names and the international network".

Last year lead partner Taher Helmy left the firm to relocate to London. Some attribute this to the appearance of his name in the Egyptian press in the context of having provided legal advice to former President Mubarak and his family. It is no doubt a loss on the ground as he was the key "marketer and rainmaker", says a competitor, but consensus is that it will not knock the firm too hard. Mohamed Ghannam becomes the most senior partner pending further developments and with Mohamad Talaat and Hazim Rizkana leads on most of the high profile deals.

In June 2010 Talaat advised Juhayna Food Industries on the first IPO in Egypt since 2008. Five months later Talaat acted for the Amer Group Holding Company on a $200 million IPO and private placement.

In banking, Ghannam acted on a string of large mandates for the International Finance Corporation (IFC), Proparco and the Export Credits Guarantee Department. In January 2011 with the London office Ghannam advised on the largest ever financing covered by Egyptian parties, as 25 banks led by Banque Misr, National Bank of Egypt and National Bank of Abu Dhabi lent $1 billion to telecom company Etisalat Misr.

Talaat and Ghannam led on the majority of the firm's M&A transactions, the last of which being advising TA Associates, Madison Dearborn Partners and Apax Partners on the $1.8 billion sale of their equity interest in Weather Investments to Weather Investments II. The firm was busy in real estate, advising Semiramis Hotels on its $87 million acquisition of Arab Investment for Urbanisation (owners of the Sheraton Al Montazah Hotel) and Burooj Properties on a $57 million acquisition.

Meanwhile in project finance Ghannam and Rizkana advised a bank on a multi-jurisdictional $165 million loan to an oil company, the Egyptian Hydrocarbon Corporation on a $454 million loan to develop the Greenfields Olefins Complex and the International Finance Corporation (IFC) with other Egyptian lenders on a $158 million loan to Egyptian Indian Polyester Company.

Ibrachy & Dermarkar (I&D) has been especially busy on the banking and financing side under leading lawyers Bahieldin Elibrachy and Menha Samy.

Recently, the firm advised Agence Française de Development on a €30 million credit facility agreement to the National Bank of Egypt, which was completed in January 2011 with the aim of proving financing for nearly 500 small to medium sized companies and to help lengthen the maturities of the available loans.

In October 2010 I&D helped global firm Bryan Cave advise a seller on a relatively novel (for Egypt) $400 million asset-backed securitisation and at the time of writing it was working with Jones Day to provide local law advice to a UK-based bank on the enforcement and effectiveness of securities relating to a $100 million loan.

Elibrachy and Samy were active in M&A, and closed an interesting deal in September 2010 on behalf of China Africa Development Fund for its $20 million acquisition of a minority stake in Misr Refrigeration and Air Conditioning Manufacturing. The firm was also handling a number of continuing transactions in mid-2011, including assisting Caithness Petroleum on an $18.5 million acquisition of a 50% stake in a concession for oil interests in the Western Desert. The firm also advised ArcelorMittal relating to a license to produce DRI & billet.

In projects, the firm overcame some complicated regulatory technicalities on the part of the authorities to help European bank finalise a €43 million facility to finance three film lines in Egypt.

ILF's market reputation is as a specialist firm for banking and capital markets. It gets regular referrals from global firms and is able to handle top end deals in each of the practice areas. The firm's M&A team is also very strong as evidenced by the deals it advised on.

One example of this saw the firm work with White & Case to advise the bookrunners, which included Citigroup Global Markets, Deutsche Bank and Morgan Stanley, on the first ever Eurobond issuance for the state owned National Bank of Egypt (NBE). Due to the public nature of the bank, the $600 million bond was similar to a sovereign bond.

Head of department Ashraf Elibrachy and Soheir Elbanna led on all of the firm's banking and debt capital markets transactions including the above deal. Other work saw the firm advise the Arab Investment Company on a $25 million financing from the Arab African International Bank for expansion works on the Hilton Hotel, and the Arab International Bank on a series of financing agreements, one part of which involved a $30 million loan. One of its most regular clients in the finance arena is Pireaus Bank.

Tarek Gadallah, Elibrachy and Elbanna handled the firm's largest M&A transactions. In one deal Gadallah acted for Naeem Holding and businessman Hesham Tawfik on the $40 million sale of a 90% stake in Arabeya Online to Bank Audi in an auction run by EFG Hermes and involving competitive bids from international and regional financial institutions.

In mid-2011 the firm was advising Orascom Telecom Holding (OTH) on a sale and carve out of MobiNil, ECMS, and other assets to Vimplecom and Weather. It has also advised a number of other clients in M&A including Holcim, Abraaj Capital, Shuaa Capital, Marcopolo, Société Générale and GMR Energy.

Kosheri Rashed & Riad is, in general, known by leading practitioners as a strong arbitration firm, however last year its corporate and finance transactional practice, led by Tarek Riad, received a number of mandates on large M&As from some high profile clients.

The firm has been involved in the on-going sale of the Egyptian Eastern Tobacco Company, which has a monopoly in the tobacco sector, and in 2011 Riad also advised a German company on an acquisition of a tour operator in Sharm-Al-Sheikh.

Other recent clients for corporate work have included Al Rowad for Investments and Tourism Development, Philip Morris and Colgate Palmolive, while in the past the firm has handled some significant real estate transactions.

The firm's manager Hani Sarie-Eldin is very widely respected in the banking arena and has had a strong showing in M&A with clients such as Abraaj Capital. "They have done very good work in the last 12 months and have a good share of the banking market," says one competitor; another adds that the firm has a lot of expertise in capital markets.

The firm joins the rankings for the first time. There have been some significant changes in the firm in the last year, with project finance partner Ramy El Borai leaving to take over the family run El Borai Law Office.

In 2010, Sarie-Eldin played a role on the $251 million concession agreement by the Ministry of Transportation to El Nasr Contracting for the construction, operation and management of the Upper Egypt Red Sea Road. The firm also worked in the funds area, in one instance helping to establish a $42 million small to medium enterprises (SME) fund.

Sarie-Eldin and partner Hossam Omar run the M&A department and have a strong portfolio of deals under their belts. In 2009 Sarie-Eldin had advised Abraaj Capital and Egyptian Fertilizer Company on high value sales of interests of over $1 billion each. Other M&A clients included Lecico Egypt and Amoun Pharmaceutical Company, which it advised on a large merger and syndicated bridge financing of $250 million. In the absence of El Borai, Amira Sherif remains one of the most active partners in project finance. In 2010 Sherif advised a syndicate of lenders, including the National Bank of Egypt, on a $60 million financing to Orascom Hotels and Development.

Shalakany is consistently rated as one of the best firms in Egypt for M&A, and as a large firm it also has strong competence in finance. It is part of the Lex Mundi network.

"They are one of the best in the Egyptian market," says a debt capital markets client. "They have a well-rounded and well-staffed operation - good understanding of the legal framework and political landscape in Egypt." "By far my preferred firm," says another, "excellent relationship and actually a good network in north Africa and the Gulf." Reports are mixed however, with some clients complaining of communication difficulties and at times an inconsistent level of service.

Senior partner Emad El Shalakany leads the M&A practice, which in October 2010 advised Madison Egypt Oil and Gas on a $6.5 billion acquisition of 50% of Dublin Egypt. Another high value deal saw the firm represent Vitol and Helios in a one year long transaction (with Skadden Arps) for the $1 billion acquisition of the majority of Shell's African downstream business.

The firm acted with Lex Mundi partner Clayton Utz for Agrium on its $1.2 billion acquisition of AWB and finally and helped Kraft Foods on a $1 billion four stage merger with Cadbury Egypt Group of Companies into Family Nutrition.

Dina Salah and Shalakany advised the underwriters, among them advising Citi Group, HSBC, Standard Chartered and Morgan Stanley on a bond issue by New Urban Communities Authority and MTN programme by the African Export-Import Bank.

In projects, Shalakany was assisting the GDF Suez/OCI consortium on the Dairut IPP (independent power producer), the Ministry of Housing and Urban Development on the Rod El Farag Axis PPP (public-private partnership) Project, and RBS' £3.9 billion sale of its Egyptian Non-Core Project Finance assets to The Bank of Tokyo-Mitsubishi.

Sharkawy & Sarhan is younger and not as big in numbers as some of its competitors but, says a peer, "it is a fantastic young team". The firm is especially strong in banking and M&A.

"Allen & Overy does financing through them and A&O is very active in Egypt - they've done well this past year," says a competitor. According to a client: "They did everything as well as the top tier firms but with more Anglo-Saxon time keeping." Another says that it is "a tier one firm, very good advice," but adds, "the only thing is they don't do tax, which is important on finance deals."

Part of the reason for its position was partner Jim Wright, who relocated to the US in 2011 and was reputedly "the best lawyer in town in terms of training others", says a peer. The mantel has been passed to Ahmed El Sharkawy, who Wright worked with a lot. "We were impressed with him," says a client, "and if it is something needed quickly we go to him." In March 2011 the firm also hired former White & Case and World Bank finance partner Amr Abbas.

In recent work, the firm has advised EFG Hermes on a $30 million loan from the International Finance Corporation (IFC) - the first medium term loan to an investment bank - and the IFC again on a $30 million loan to Al Bardi Paper Mill and a $25 million investment into El Shorouk. The firm also received mandates from Herbert Smith on financings involving Perenco Petroleum and Sumitomo Mitsui Banking Corporation

On the M&A side, the team advised Titan Group on the divestment of a 15% stake in their Egyptian cement interests to the IFC for €180 million and also acted for Abraaj Capital's ASAS a property investment fund on the acquisition of a major office building in new Cairo.

SNR Denton's Egypt team is smaller in number than many of its competitors but the firm clinches some large deals and draws a lot of strength from its London office, which gives it exposure to sophisticated banking and finance transactions and an ability to punch above its weight in projects and privatisations.

In recent deals on the banking and financing side, the firm worked with the London team to advise HSBC and the Japan Bank for International Cooperation (JBIC) on $500 million of financing to an Egyptian-Japanese company for two jack-up rigs. The firm also closed a $50 million syndicated term loan facility on behalf of Standard Chartered for the United Sugar Company, which involved a review a draft murabaha (deferred sale) agreement.

Elsewhere in financing, the firm has been advising Chemonics International (on behalf of USAID) on Egypt's new public-private partnership (PPP) law in relation to the construction, financing and operating the Alexandria West Wastewater Treatment Plant. The firm also advised HSBC on the local law aspects relating to aircraft financing for two ATR72-500 aircraft.

The firm closed another deal for Club Méditerranée (ClubMed) relating to a Greenfield beach resort complex in Taba Heights. Michael Lacey and Frederique Leger led on the high profile finance deals.

In M&A, the firm helped Clifford Chance review security rights relating to Fortis' incorporation into ABN Amro, advised Symrise on a $2 million merger in the agro business.

In January 2011 Trowers & Hamlins' Egypt office merged with Nour Law Firm, a group led by senior partner Mohamed Nour. Nour joined with six other lawyers and added high level expertise in dispute resolution and arbitration.

The office will continue to be led by UK/Egyptian lawyer Sara Hinton. Trowers is widely recognised as a leading project finance firm but it has developed a strong reputation in banking M&A, based in part on its role in bank privatisations, where among other things it advised the international bidder that acquired Bank of Alexandria.

The firm wins regular large mandates from international and local banks in financing and corporate ventures, and in 2011 it saw Hinton and senior associate Ariq Ali advising a local investment bank on a joint-venture with an Italian financial advisory company to establish an investment bank and provider of sharia-compliant retail banking.

Zaki Hashem is the oldest of the leading corporate and finance firms in Egypt and it has a long portfolio of transactions in the oil, telecom and construction sectors and in privatisations and public-private partnerships (PPP). The firm is managed by Yasser Hashem.

Its strongest suits of late, according to the market, are M&A and banking/capital markets, and it keeps its ranking in all categories. "A very strong firm, I have lots of respect for them, they represent lots of funds, private equity houses and investment banks," says a peer. The firm boasted possibly the best capital markets team in the country until January 2011 when two of the leading partners, Mohamed Abdel-Fattah and Mohamed Gabr (both very highly reputed), as well as two associates, left to join DLA Piper.

In March 2011 the firm lost partner Nabil Elarbe, who took up the post of Foreign Minister. This is a mixed blessing, bestowing prestige on the firm but losing it a big name on deals.

Throughout 2010 and 2011 Zaki Hashem & Partners has been very active in the bond markets. One of its most important clients in finance is the investment bank Beltone. The firm was active in the real estate and hospitality sectors, advising clients including Sheraton Hotels, the InterContinental, Conrad and ClubMed. One of its most important clients is the investment bank Beltone.

The firm continues to clinch some of the biggest deals in the market and recently won roles on M&A transactions involving France Telecom and Electrolux.

According to one client: "Mona Zulficar is the market's leading individual for finance law advice, if she says something the Egyptian banks will listen - she is better since she set up her own firm, much more responsive. Her reputation in the market is big."

Market consensus puts Zulficar at the top for capital markets, banking and financing, with her relations with the Central Bank and Capital Markets Authority keeping her at the forefront of developments. The firm is also one of the main players in M&A. Zulficar, Ingy Badawy, Ashraf Ihab and Firas El Samad lead on the high profiles. Associate Sarah El Serafy has a high profile in finance while the firm recently recruited senior associate Ali El Hawary and two associates.

In banking and capital markets, the firm advised a group including BNP Paribas, Citibank and the National Bank of Egypt on a $120 million revolving facility to Orascom Construction Industries. It assisted a syndicate (including Arab African International Bank, Bank of Alexandria and National Bank of Greece) on a €130 million project financing and revolving facility to the Arab National Cement Company and advised Orascom Construction Industries on a €194 million bond issue.

In a landmark M&A and finance deal, the firm acted as local counsel to VimpleCom to establish the fifth largest mobile operator in Egypt. The $6.6 billion deal involved a share sale and exchange agreement between VimpleCom and Weather Investments and carve out from Orascom Telecom Holding (OTH). The team has earlier advised VimpleCom and OTH on a $2.5 billion refinancing of its debts.

The firm also closed the 16 month long acquisition of BICC Egypt by client Grupo Generale Cable Sistemas and a $40 million acquisition of Olympic Group by Electrolux. On the projects side, Zulficar acted for the Arab African International Bank on a $335 million dual tranche medium term financing for the construction and operation the Arab National Cement Company plant.