General Corporate Advisory

At KN&P, our team has worked on deals ranging from joint ventures, franchising and distribution agreements, through to complex restructuring projects involving multiple jurisdictions.

Our team have strong working relationships with the various regulatory authorities and entities across the Gulf region including, free trade zone authorities, capital market authorities and investment and financial service authorities. Our team are culturally attuned to have a full comprehension and intimate understanding of the requirements which can impact corporate operations, and business demands.

Our team is experienced in helping clients successfully navigate the complex regulatory framework associated with corporate and operating structures, which can vary greatly from business to business and across jurisdictions within the region.

Our team has established corporate structures for several clients. Whether you are looking at a single project or an ongoing operation, we have the experience and expertise to deliver the most efficient way forward in Saudi Arabia, and the Gulf region.

Mergers &Acquisitions

We have an experienced team in M&A transactions based both in Riyadh and Jeddah. We are able to advise our clients on single or multijurisdictional public and private M&A transactions, and can assist with all local, or regional legal issues. In addition, we actively project manage many aspects of M&A transactions on behalf of our clients, ensuring that transactions are concluded efficiently.

Capital Markets

As the capital markets across Saudi Arabia and the Gulf region continue to grow and develop, so does our capability in this sector. We have a team experienced in a wide range of private and public capital raisings, with particular experience in understanding the issues companies raising funds and seeking stock exchange listings encounter in the region.

Private Equity

At KN&P, our experienced team is uniquely placed to advise on all aspects of private equity transactions within the Saudi Arabian and Gulf region

Corporate Governance

At KN&P, we evaluate the existing senior management structure of companies within the framework of Corporate Management Principles, identify job definitions and working styles of the senior management structure (Board of Directors, Early Risk Identification Committee, Monitoring Committee, etc.) in-line with the Corporate Management Principles, and document who has what authority and responsibilities.

In the interest of an efficient and productive delegation of authority, which is an essential step of corporate management, we hold talks with the Board of Directors, Senior Management and the relevant process owners to identify existing approval limits and authority, and fashion an authority matrix on the basis of a given position with respect to all processes. We also formulate an “organization guideline” in tandem with the new Saudi Commercial law.

Our area of practice has covered the following:

1. Representing and advising one of the leading companies that provide automation and maintenance services specialized in airport solutions and ground handling equipment in the aviation sector in terms of commercial and contractual business-related services, in addition providing legal consultation in accordance with the best standards practices.
2. Representing and advising one of the leading sports academies that operates under the supervision of the Ministry of Sport by managing all its legal work including regulatory, corporate, employment and litigation.
3. Representing and advising a major Saudi listed company that provides ground handling services for aviation sector by managing all its legal work including regulatory and corporate.
4. Representing a multinational leading construction and infrastructure consultation company in several matters.
5. Representing an investment company for their health care acquisition transaction for a total value of over SAR 130 million.
6. Advising a listed Saudi insurance company on all of their legal requirements including but not limited to regulatory and corporate matters.
7. Advising an international leading manufacturer of specialty chemicals on its joint venture with a Saudi petrochemicals company.
8. Joint representation of a leading multinational automobile manufacturer and a Saudi trading company on their joint venture and incorporation in Saudi Arabia.
9. Representation of a Saudi Leading construction company on its joint venture with an international construction company.
10. Representing and advising several publicly listed companies on its merger and acquisition transaction.
11. Drafting, reviewing, amending and providing advice regarding but not limited to the following types of agreements: franchise agreements, joint venture agreements, lease agreements, framework agreements, license agreements, as well as distribution agreements.
12. Conducting due diligence for multiple leading companies in various sectors.
13. Converting companies from one type to the other while reflecting all necessary changes in company documents.
14. Providing legal advice in relation to incorporating leading foreign companies in Saudi Arabia.
15. Representation of publicly listed companies on several corporate matters.
16. Provide legal opinion in relation to bank-to-bank reimbursement documentary credits’ claims.

Restructuring

KN&P serves a diverse client base that includes debtors, lenders, government entities, trustees, shareholders, senior executives, as well as distressed debt and asset buyers and investors.

Due to the team's size and level of experience, we provide a seamless, cross-border service with local experts to assist with all aspects of restructuring, insolvency and recovery.

Work ranges from re-organization and reconstruction, distressed corporate finance, debt restructuring, and refinancing to formal insolvency procedures where appropriate. The team has considerable experience advising financial institutions, businesses and other key stakeholders on all aspects of restructuring and turnaround. Our lawyers advise on all aspects of restructuring and insolvency, whether in anticipation of them or in dealing with their consequences.

Core services include:

1. Debt restructuring.
2. Distressed financing and fundraising.
3. Insolvency filing requirements.
4. International asset tracing and recovery.
5. General business restructuring with the focus of family businesses.

Our area of practice covers providing legal opinion to various large-scale Saudi companies and family businesses in relation to their structuring, restructuring, and conducting corporate governance memorandum for their companies.

Project PPP

Our projects capabilities provide fully rounded advice, commencing from conception, to planning and financing and until the execution of the project and beyond.

Additionally, we offer our expert advice on all forms and stages of PPP projects including concessions, build-own-transfer, build-own-operate-transfer, design-build-operate and private finance initiatives.

Our experience and knowledge allow us to represent stakeholders, project developers, and governmental agencies.

Our practices is concentrated on providing legal consultations to active companies working in the field of aviation and ground handling services to airports, we provide their legal needs through a wide range of legal services to meet their needs and manage their business with high-standards.

Our expertise in aviation sector include the following:

1. Saudi Ground Services Company

Representing and providing legal services for the Saudi Ground Services Company, which is a listed and a forerunner company in the field of ground handling services for the aviation sector. Our role focuses on assisting and facilitating the process of regulations, commercial contracting, and strategic partnerships. We model company’s contracts to ease its commercial contractual processes, and to alleviate its basis when dealing with external and international parties. Moreover, we provide legal opinions regarding employment, labor law, and loan services between public officials and contractors ahead of judicial and quasi-judicial authorities.

2. TLD Arabia Equipment Services Co.

Representing and providing legal services to TLD Arabia for Equipment Services, that is to say one of the leading companies in the field of providing automation and aircraft equipment maintenance services. TLD is a specialist in airport solutions and ground handling equipment for the aviation sector. We lead work relating to its regulatory systems, company establishment, representation as secretary of the Board of Directors and provision of commercial and contractual business services. As well as the company’s merger mechanism and its organizational structure, recruitment and litigation. In addition to providing legal advices with regards to preparation and drafting its governance regulations and arranging plans to implement the structuring and executing in accordance to meet the excellency level.

3. Saudi Airlines Company for Aviation Engineering and Industry

Representing and providing legal services for the Saudi Airlines Company for Aviation Engineering and Industry, which is one of the leading companies in the sector of aviation engineering and industry, it provides maintenance services for spare parts and aircraft engines to Saudi and foreign companies, and it has several entities around twenty-five foreign countries. We operate the management of the company’s legal business, including regulatory systems, commercial and contractual services, strategic partnerships, aircraft engine leasing contracts with the leading international companies in the field of aviation and air transport organizations. Such as the Air Transport Association, as well as reviewing and drafting contracts for mega projects undertaken by the company at the local and international levels.

4. Aircraft Ancillary Equipment Company

Representing and providing legal services for Aircraft Ancillary Equipment Company, which is one of the most widely known companies in the maintenance of aircraft equipment's. We manage to handle the supervision of the company’s legal business work, including regulations, commercial, operational and training contracts management as well as, strategic partnerships with entrepreneurs in similar fields. Also, managing compliance and services related to contractual work and boards of directors, and providing and articulating legal opinion on labor aspects, commercial and contractual issues.

5. Saudi Military Industries Company

Contracting with the Saudi Military Industries Company to provide legal services in relation to acquisition, commercial, contractual and operational matters, along with representing its owned companies to provide the necessary legal support whenever required.

6. Saudi Air Navigation Services Co. – SANS

Representing and providing general legal services for Saudi Air Navigation Services Company, which is one of the leading companies in the sector of Air Navigation Services. We support SANS legal & business departments in the mega projects such as but not limited to (structuring, regulatory, commercial and contractual services, strategic partnerships, as well as reviewing and drafting contracts for mega projects undertaken by the company at the local and international levels).

7. Jeddah Airports Company – JEDCO

Representing and providing general legal services for Jeddah Airports Company, which is one of the leading companies in the sector of Airports Services. We support JEDCO legal & business departments in the mega projects such as but not limited to (structuring, regulatory, commercialand contractual services, strategic partnerships, as wellas reviewingand draftingcontracts formega projects undertaken bythecompany at thelocaland international levels).

Our practice is concentrated on providing services to companies on a wide variety of legal services that meet the legal needs to manage the business that is related to real estate and investment funds by high standards.

Sample relevant engagements by our firm include advising number of capital market institutions that are regulated and licensed by the CMA on the structuring and/or formation of REITs, real estate funds, VCs, private equity funds and/or in respect of the follow-on work relating to the acquisition of the fund assets, and negotiating all types of agreements with third party operators, developers, custodians, master lessees, etc.

1. Representing a leading real estate investment traded fund in relation to its potential capital increase and a new offering of units for the purpose of acquiring a new real estate asset with a value exceeding SAR 300 million. In addition to providing legal services to the fund in relation to the following: (preparation and drafting of the amended terms and conditions, CMA and Tadawul declarations and forms, legal due diligence in respect of the acquired asset, and drafting all the required sale and purchase agreement, property management agreement, and MOU).
2. Representing a real estate investment traded fund (under formation) on its acquisition of several real estate assets with a value of SAR 500 million (own and operate). In addition to providing legal services to the fund manager in relation to the incorporation of the same real estate investment traded fund which include: (preparation and drafting of the terms and conditions, CMA and Tadawul declarations and forms, legal due diligence in respect of the acquired assets, and drafting all the required sale and purchase agreement, property management agreement, MOUs, and lease agreements).
3. Advising the formation of a private real estate fund with a capital of 5 billion SAR. In addition to providing legal services to the fund manager in relation to the preparation and drafting of the terms and conditions, and the required notifications in according to the CMA’s regulations.
4. Advising the formation of a VC fund with a capital of SAR 1 billion SAR. In addition to providing legal services to the fund manager in relation to the preparation and drafting of the terms and conditions, and the required notifications in according to the CMA’s regulations.
5. Representing a leading capital market institution on its amendment and redrafting of the offering documents for more than (40) private and public funds in accordance with the amended Real estate Investment Funds Regulations and the Investment Funds Regulations.
6. Representing a leading capital market institution on its conversion of more than (10) private real estate funds into special purposes entities in accordance with the Rules for Special Purposes Entities issued by the CMA.
7. Representing a leading capital market institution on its amendment and redrafting of the offering documents for more than (15) private real estate funds in accordance with the amended Investment Funds Regulations.
8. Representing a leading private real estate fund on its acquisition of a private residential compound located in Riyadh with a value of SAR 1.8 billion.
9. Representing a private real estate fund on its acquisition of commercial, office and service complex located in Riyadh with a value of SAR 720 million.
10. Representing a leading private real estate fund on its acquisition of commercial, office and service towers located in Riyadh with a value of SAR 650 million.
11. Advising the formation of a private real estate fund with a value exceeding SAR 950 million. In addition to providing legal services to the fund manager in relation to the preparation and drafting of the terms and conditions, and the required notifications in according to the CMA’s regulations.
12. Advising the formation of a VC fund with a capital of SAR 300 million. In addition to providing legal services to the fund manager in relation to the preparation and drafting of the terms and conditions, and the required notifications in according to the CMA’s regulations.
13. Advising and representing a leading real estate investment traded fund on its acquisition of a luxury retail and office complex in Riyadh, for SAR 320 million.
14. Advising the formation of a private real estate fund (industrial sector) with the size of SAR 600,000,000.
15. Advising the formation of a private equity fund (Information Technology & E-Commerce Sector) with a capital of SAR 130 million. In addition to providing legal services to the fund manager in relation to the preparation and drafting of the terms and conditions, and the required notifications in according to the CMA’s regulations.
16. Representing a private real estate fund on its acquisition of a plot of land in Riyadh with an area of more than 5,000,000 sqm with a value exceeding SAR 1 billion.
17. Representing a leading venture capital fund on its acquisition of a food delivery platform. A SAR 137 million transaction entailing primary and secondary shares. Marking the largest VC deal of its kind in Saudi Arabia for 2020.
18. Representing a private real estate fund on its acquisition of a residential apartment complex located in Riyadh with a value of SAR 87 million.
19. Advising the formation of a VC fund with a capital of SAR 75 million. In addition to providing legal services to the fund manager in relation to the preparation and drafting of the terms and conditions, and the required notifications in according to the CMA’s regulations.
20. Representing a real estate investment traded fund in relation to its acquisition of an office tower located in Riyadh with a value of SAR 99 million.

Our practices is concentrated on providing services to the entrepreneurs and companies on a wide variety of legal services that meet their legal needs to manage their business that is related to Real Estate & Contracting by high standards.

Our areas of specialties are as follows:

General consultation

Our team have worked on diverse of agreements related to real estate & contracting. Which includes multiple legal services such as: Real Estate Financing & Development, Acquisitions & Joint Ventures Agreements, and Dispute Resolutions such as: Litigation , Arbitration, Reconciliation , Financing, Guarantees, Short-Term Rents, and Long-Term Rents for housing and trade. And including drafting, preparing , and revising contracts & agreements related. For example but not limited to Contracting & Real Estates contracts, agreements with Engineering Counselors, Agreements & Contracts with Subcontractors and more.

Our team have a high-standard expertise in this field and knowing the best applicable ways. Additionally, our team have a wide range of experience to illustrate to our clients the complicated regulatory framework of real estate and contracting. Which can hugely be different from sector to another. Our expertise in real estate & contracting help us to provide the best options, solutions, and consultation to proceed forward in the Kingdom of Saudi Arabia.

Obtaining Licenses & Incorporating Real Estate & Contracting Companies

Our team posses a great experience in providing legal consultations concerning obtaining licenses, incorporating real estate & contracting companies , and representing on behalf of the clients among all the regularity and legal procedures to incorporate these companies.

Acquisition on real estates

Our team on Riyadh and Jeddah have an experience and capability on providing legal consultations in the operations of real estate acquisitions, whether its residential, commercial, or un-developed real estates. In which the legal consultations includes doing a legal due diligence to the targeted real estates, to assure the validity of the deeds and documents related to the targeted real estates, drafting agreements and contracts related to the acquisition, representing on behalf of the clients in front of all governmental bodies related. In addition, we are planning on managing many sides of acquisition operations on behalf of our clients to guarantee a high efficiency execution.

Structuring and re-structuring

Our team have experiences on providing legal consultations to companies working in the real estate & contracting field related to structuring and re-structuring, providing the best suitable suggestions according to the governance standards and suggesting the appropriate structure according to every client’s nature and circumstances, according to the nature of activity and amount of work and much other factors.

Our experiences in the legal services related to real estate & contracting includes:

1. Represent one of the leading contracting companies in Saudi Arabia in their joint venture project with one of the international construction companies.
2. Providing legal consultation to many companies working in the real estate & contracting field in different legal needs.
3. Drafting, revising , adjusting , and providing legal consultations regarding variety of contracts and agreements, for example : lease agreements, joint venture agreements to incorporate real estate projects, contracting contracts (including public and private conditions) and what includes of guarantees, timetables, liabilities & rights, investment acquisition & conductance of real estates, real estate development agreements, and memorandums of understanding related to real estate projects, and other.
4. Pre-paring and making legal due diligence reports to many of our clients for the purpose of real estate acquisition.
5. Providing legal consultations regarding incorporating many companies working in the field of real estate & contracting in Saudi Arabia, and determine the suitable structure that cope with the best ways and governance standards regarding the best rules and regulations that related
6. Representing one of the leading contracting companies in Saudi Arabia in structuring the needed funding to implement one of the biggest real estate projects in Jeddah city.
7. Representing various financial and investment companies permitted before the Capital Markets Authority of Saudi Arabia (licensed persons) whom they work as fund’s managers, in relation of establishing, incorporating , managing real estate investment funds, and purchasing and acquisition to real estates in the kingdom of Saudi Arabia. Including, incorporating a commercial real estate fund with a capital of one hundred (100,000,000) million Saudi riyals. Providing legal consultation to a real estate fund with a capital of one hundred fifteen (115,000,000) million. And much more of real estate funds and what is relevant from work & contracting.

Our practice is concentrated on providing legal consultations to active companies working in the field of the tourism and hospitality, we provide legal services and manage their legal needs with high standards. Our areas of specialties are as follows:

Our team have worked in a various projects related to the field of tourism and hospitality whether by representing the owners or operators through drafting, preparing, revising contracts and agreements of management and operation, and contracts and agreements of investment in the field of tourism and hospitality.In addition, preparing and providing specialized legal consultation based on what we do from deep analysis and thorough study to the related rules and regulations. Therefore, providing the upmost protection to the clients working in the field of tourism and hospitality with the highest standards. Our recent expertise in the tourism and hospitality sector includes the following:

1. Hospitality Fund

Representing a leading fund manager on the incorporation of a real estate investment traded fund with a size of SAR 1.020 billion which invest in hotels, hospitality, and tourist accommodation in addition to representing the fund on its acquisition of five income-yielding freehold real estate properties in the hotel, hospitality and tourism accommodation segments located in Riyadh and Jeddah. Our legal services to the fund manager and the fund include: (preparation and drafting of the terms and conditions of the fund, CMA and Tadawul declarations and forms, legal due diligence in respect of the acquired assets, and drafting all the required sale and purchase agreements, hotel management agreements, MOUs, and lease agreements (as applicable).

1. Private Tourism Fund
Representing a leading fund manager on the incorporation of a real estate closed and private investment fund with a size of SAR 1.8 billion. The fund will be responsible to develop and operate a five-star comprehensive resort and hotel with a water park and luxury overwater villas under the one of the international brands and trademarks located in King Abdullah Economic City. Our legal services to the fund manager and the fund include: (preparation and drafting of the terms and conditions of the fund, legal due diligence in respect of the acquired assets, and drafting all the required sale and purchase agreements, hotel management agreements, and MOUs).

1. Private Hospitality Fund (under formation)

Representing a fund manager on the incorporation of a private equity investment fund. The fund will invest in a leading real estate company which will be responsible for the construction of a five-star hotel located in the Eastern Province which includes a variety of facilities such as a chain of restaurants, international retailers, entertainment amenities, cinema complex, and a tower with luxury housing units. Our legal services to the fund manager and the fund include: (preparation and drafting of the terms and conditions of the fund, legal due diligence in respect of the acquired assets, and drafting all the required sale and purchase agreements and MOUs).

1. Private Tourism Fund (under formation)

Representing a leading fund manager on the incorporation of a real estate closed and private investment fund with a size of more than SAR 900 million. The fund will be responsible to develop a land located in the southwest of KSA for the purpose of being used in a mixed-use project that includes 4-star hotel, serviced apartments, and a commercial center. Our legal services to the fund manager and the fund include: (preparation and drafting of the terms and conditions of the fund, structuring advice in respect of fund structure, and drafting the framework agreement).

1. Private Venture Capital Fund

Representing a fund manager on the incorporation of a private venture capital fund with a size of SAR 300 million. The fund will invest in a company that provides hotel reservations and flights booking services. Our legal services to the fund manager and the fund include: (preparation and drafting of the terms and conditions of the fund, legal due diligence in respect of the acquired assets, and drafting all the required sale and purchase agreements and shareholders’ agreements).

1. Private Tourism Fund (under formation)

Representing a fund manager on the incorporation of a real estate closed and private investment fund. The fund will be responsible to develop and operate a resort and hotel located in the Eastern Province which offer different types of villas and facilities such as water park, theme park for kids, and bowling alleys. Our legal services to the fund manager and the fund include: (preparation and drafting of the terms and conditions of the fund, legal due diligence in respect of the acquired assets, and drafting all the required sale and purchase agreements, hotel management agreements, and MOUs).

1. Ultra-Luxury Hotel Project

Representing a company in its capacity as an investor and real estate developer to develop and operate an ultra-luxury hotel project with a size of more than SAR 1 billion.

Intellectual Property

A strong and valuable IP portfolio is largely dependent on the strength of its foundation. At KN&P we provide a full range of services covering intellectual property strategies, filing, prosecution and renewal of trade marks, copyright, designs, patents and domain names - in KSA and entire Middle East region. We also advise our clients on brand and advertising clearances and provide portfolio management and audit services.

Further, at KN&P we understand that our clients’ ability to leverage the commercial opportunities which flow from IP ownership is essential in creating and building value in their IP assets. We are particularly involved in the drafting and negotiation of agreements such as licenses, franchise documents and distribution agreements to ensure that IP assets are being protected and effectively exploited. We also provide M&A due diligence support to verify the nature of and any risks associated with valuable IP assets being acquired.

Employment

At KN&P, our team advise on employment situations connected with strategic activity, including mergers and acquisitions, and re-structuring.

1. Providing legal opinion to one of the largest international industrial companies in relation to several employment matters.
2. Preparing, drafting, and reviewing employment agreements to local and international companies.
3. Advising several companies in relation to the employment of national and non-national employees, including recruiting, termination and secondments.
4. Assisting on several sensitive HR issues such as investigation, disciplinary and grievance issues.
5. Protecting confidential information and goodwill through the use of contractual clauses and court intervention.
6. Representation of several companies in local courts and arbitration in relation to employment disputes.
7. Providing legal advice in relation to Saudi Labor law issues such as Nitaqat.

At KN&P, we are sophisticated litigators and skilled negotiators. Clients benefit from our experience of all types of courts and tribunals, both domestic and international. We have expertise in all forms of alternative dispute resolution.

Our substantial experience assists us in resolving disputes at the earliest possible stage where appropriate. Equally, we pursue claims or defences robustly through contentious proceedings if an early resolution is not viable or attractive.

Our area of practice has covered the following

1. Representing and advising a major Saudi listed company that provides ground handling services for aviation sector by managing all its legal work including corporate, employment and litigation.
2. Advising a listed Saudi insurance company on all of their legal requirements including but not limited to regulatory, corporate, employment and litigation.
3. Representing one of the global construction and infrastructure consultation company in several matters in relation to disputes and cases for the total value of over SAR 14 millions.
4. Representing 11 international banks and financial institutions, in relation to arbitration matters and the execution and implementation of issued judgments inside and outside of KSA, for the total value of over SAR 700 million.
5. Representing 11 international banks and financial institutions, in relation to submitting claims according to Saudi Bankruptcy Law for the total value of over SAR 700 million.
6. Representing one of our clients in Saudi Arabia in relation to a dispute matter for the total value of SAR 6 million.
7. Representing one of our clients in Saudi Arabia in relation to a dispute matter for the total value of SAR 5 million, regarding the dissolution of its partnership and agreements with another party before the Commercial court and obtain the final judgement.
8. Representing an investment fund in relation to a case filed against the fund by a unit holder, for the total amount of SAR 10 million that have been dropped and a final judgment has been obtained by the General Secretarial Committees for Resolution of Securities Disputes in our Client favour.
9. Representing one of the major investors in Saud Arabia before the General Secretarial Committees for Resolution of Securities Disputes for the total investment amounts that were contributing to the investment fund for a total amount of SAR 8 million.
10. In addition, representing many companies and individuals in disputes and cases at different legal authorities in relation to commercial, labor, and real estate matters.
11. Representing one of the shareholders of a foreign insurance agency, in relation to the breach of the CEO fiduciary duties.
12. Representation of companies in disputes and cases at different legal authorities.
13. Conducting arbitral proceedings in relation to complex, high volume multinational disputes.
14. Providing legal opinion on the drafting of dispute resolution clauses in international agreements.
15. Handling the execution of court decisions at the enforcement court.
16. Providing effective dispute resolution mechanisms, such as mediation.