David WohabePARTNER
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practices in a wide range of finance, commercial and investment matters, with particular emphasis on finance and investment transactions including Islamic finance. He has extensive experience representing Arab Gulf governmental and private-sector investors in U.S. real estate, private equity, venture capital, joint ventures and direct investments, as well as serving in a general outside counsel capacity for Gulf clients with business interests and branch operations in the United States. Before joining Wohabe Law Offices, he was associated with the law firm of Milbank, Tweed, Hadley & McCloy. From 1995 to 2001, he served as a member of the Board of Directors of The Arab Bankers Association of North America (ABANA). He acted as Conference Chairman for ABANA’s conference on “The Role of Saudi Arabia in the Global Economy” held in New York during March, 1995, and as Conference Co-Chairman for ABANA’s conference on “Islamic Finance and Investment” held in New York during May, 1996. He was a speaker on the topic of sovereign wealth funds at the April 2008 ‘Redefining Transaction Boundaries’ conference in New York. Since 2009, he has been a member of the BAFT-IFSA Legal Advisory Group. He is a graduate of Williams College and Cornell Law School (cum laude) and was an editor of the Cornell Law Review. He is admitted to practice in New York and before the U.S. District Court for the Southern and Eastern Districts of New York. |
David Wohabe – Representative ExperienceRepresentative Finance And Investment Transactions: * Represented a Gulf investor (through an offshore special purpose corporation) acquiring 19% of the equity of a U.S. medical technology company in a private transaction, and in the subsequent sale of a portion of such equity in the company’s initial public offering on the NASDAQ stock exchange and in Rule 144 sales. * Represented a Gulf investment bank with respect to various U.S. investments, including the private purchase of debentures from a U.S. manufacturer, the purchase of residential communities, and the creation of a limited partnership vehicle to finance equipment leases. * Represented a Gulf private equity investor in early-round financings of an emerging U.S. technology company in an aggregate amount in excess of US $100,000,000. Representative Private Equity and Investment Fund Matters: * Represented Kuwait Finance House in the formation and administration of the Al-Soor Real Estate Leasing Fund, a Shari’ah-compliant U.S. multi-family residential fund in partnership with Citigroup and with total equity capital of US$120 million involving joint ventures with operating partners in various U.S. jurisdictions. * Represented Kuwait Finance House in the formation and administration of the Al-Deara Residential Development Fund, a Shari’ah-compliant U.S. residential development fund with total equity capital of US$60 million involving joint ventures with developer partners in various U.S. jurisdictions. * Represented a Kuwaiti institution in the formation of a family of investment funds with objectives ranging from global telecommunications, to U.S. public equities, real estate and fund of funds. * Represented a U.S. company in the formation of a Shari’ah-compliant U.S. credit lease fund. * Advised a Gulf Islamic financial institution in the formation of a Shari’ah-compliant U.S. capital equipment leasing fund. * Advised a Gulf financial institution in the formation of a Shari’ah-compliant U.S. real estate opportunity fund. * Represented a Gulf Islamic financial institution in the formation of a Shari’ah-compliant U.S. marina properties fund. * Represented a Gulf Islamic financial institution in the formation of a Shari’ah-compliant venture leasing fund focusing on Turkey and the MENA region. * Represented a Gulf Islamic financial institution in the formation of a Shari’ah-compliant fund dedicated to property redevelopment in the Holy Cities of Mekkah and Madina, Saudi Arabia. Representative Islamic Finance and Investment Matters (see also Private Equity And Investment Fund Matters and Real Estate Matters): * Negotiated Shari’ah-compliant terms of investment for a Gulf Islamic investor in various private equity and venture capital funds. * Represented a Gulf-based Islamic financial institution in its financing of commodities (on a wakala basis) and telecommunications equipment (on an ijara basis). * Advised the U.S. branch of a Gulf bank on its mortgage-financing (murabaha) program for residences and mosques. Representative Real Estate Matters: * Shari’ah-compliant mezzanine financing of mixed-use development project in Dalian, China * Shari’ah-compliant syndicated senior development financing of four hotel projects in Madina Central Area * Shari’ah-compliant development of a U.S. mixed-use development consisting of two office buildings, two apartment buildings, two for-sale residential buildings, and retail space within six buildings * Shari’ah-compliant acquisition of interest in U.S. mineral leases * Restructuring of prior acquisition of U.S. mineral leases * Restructuring of two U.S. residential development projects * Advising on formation of Shari’ah-compliant China residential development fund * Advising on formation of Shari’ah-compliant Pan-Asia real estate fund * Advising on formation of Indonesian joint venture residential development program * Represented two major Islamic financial institutions in their Shari’ah-compliant loans to a U.S.-based Islamic foundation to finance its acquisition of property for use as its North American headquarters. * Represented two separate Gulf governments in their acquisition of commercial condominium space in New York City for use as their missions to the United Nations, including successful prosecution of an application for exemption from real property taxes. * Represented an Islamic religious corporation in its Shari’ah-compliant (murabaha) acquisition and financing of property in New York City for use as its mosque and cultural center, including successful prosecution of an application for exemption from real property taxes. * Represented a Gulf investment fund in its participation in an investment partnership with a U.S. developer to acquire property and construct a residential development using a Shari’ah-compliant (istisna’a) structure. * Represented several financial institutions in the structuring, formation and administration of numerous different investment funds intended to invest in residential development properties, multi-family apartment complexes, credit leases and other real estate opportunities. * Represented several Gulf banks in the financing and refinancing of U.S. commercial and residential properties for their customers. * Negotiated numerous leases of office space for U.S. branches of Gulf banks, investment houses, airlines, ocean carriers and industrial companies, including subleases, assignments and terminations thereof, work letters and renewals. Representative Banking and Finance Matters: * Advised the U.S. branch of a Gulf-based bank on its participation in a US $100,000,000 aircraft financing facility led by a major Japanese bank. * Represented two of the largest Gulf banks in their $200,000,000 Revolving/Term Loan to a Texas-based refining and marketing company. * Assisted Gulf-based institutions in securing banking licenses and favorable tax status in the United States in accordance with the applicable standards under U.S. law. * Represented the offshore branch of a Gulf bank in its multi-million dollar refinancings of several properties in different U.S. jurisdictions. * Advise numerous financial institutions and investors with respect to their compliance with various relevant U.S. laws and regulations, including the USA PATRIOT Act, embargoes decreed by the U.S. Office of Foreign Assets Control (OFAC), securities regulations, environmental legislation and other relevant regimes. Representative Transactions and Projects In The Gulf States: * Representing the Master Promoter and Developer of Prince Abdulaziz Bin Musaed Economic City (PABMEC, also known as Ha’il Economic City) being constructed in the Kingdom of Saudi Arabia with respect to the syndication of interests in a fund formed for the purposes of making investments in projects or other opportunities in or related to PABMEC. * Represented the local partner in the transfer of the concession to manage and operate the Port of Aden, Yemen to the Government of Yemen and the buyout of the foreign partner, The Port of Singapore Authority. * Represented the local investor in the establishment of a joint venture industrial project with a subsidiary of a major German medical products concern to manufacture hemodialyzer units in Saudi Arabia. * Represented a major U.S. manufacturer of television set-top cable converter boxes in the performance of its agreements to install a wireless television system in Saudi Arabia for up to 300,000 subscribers. * Represented a U.S. consortium of transportation companies in its implementation of a joint venture project to modernize a portion of the Saudi rail system. * Represented a major U.S. oil company in its withdrawal from a Saudi downstream joint venture. * Representations of both Gulf-based franchisees and master franchisees as well as U.S. and international franchisors and licensors with respect to the negotiation of franchise and license agreements and the establishment and administration of franchise networks and facilities in Middle Eastern and other countries involving food, entertainment, retail and other concepts. * Representations of licensees of transferred technology and other intellectual property rights in their negotiation and documentation of licensing agreements in industrial, medical, telecommunications, biometrics and other technological applications. Representative governmental contracting assignments in the Gulf States: * Advised a U.S. defense contractor on the application of local procurement regulations to its efforts to secure and perform a governmental communications contract in the Gulf. * Advised on the negotiation and administration of concession agreements and project development agreements for mineral exploration and production, port facilities, industrial estates and other ventures and infrastructure. Representative Foreign and Comparative Law Matters: * Prepared an extensive survey of the federal and local laws of the United Arab Emirates for a major Japanese industrial concern seeking to enter the market and tender for government projects. * Assisted in settling the U.S. estate of a Saudi Arabian decedent in accordance with the inheritance prescriptions of Shari’ah. * Served as an expert witness on the laws of Saudi Arabia on behalf of parties in various forums and matters, including in U.S. federal court on behalf of the Saudi distributor of Canada Dry beverages in a suit brought against the manufacturer, in Delaware state court on behalf of Raytheon in a case brought by a Saudi party alleging breach of a joint venture agreement, and in New York family court on behalf of a party seeking permission to relocate to Saudi Arabia with the children of a prior marriage. * Advised a U.S. law firm on structuring an offshore trust vehicle for a Gulf client in compliance with Islamic law (Shari’ah). * Conducting in-house seminars for major U.S. companies on the Saudi legal system and business culture and review the clients’ standard forms of contract for compliance with Saudi laws. * Supplying legal opinions on local laws for the closing of loans from U.S. banks to Gulf borrowers. * Advising numerous issuers and underwriters with respect to their planned offerings of securities to Gulf investors in compliance with local laws. Representative Tax Assignments: * Structuring various U.S. real estate and capital equipment investments of offshore funds on behalf of a Gulf financial institution in a tax-efficient manner that also complies with Shari’ah. * Assisting Gulf high net-worth individuals with respect to structuring their affairs in a manner intended to be efficient under U.S. gift and estate tax laws and settling U.S. estates of foreign decedents. Representative Litigation and Dispute Resolution Matters: * Represented the offshore holding company of a Gulf investor in its federal lawsuit against a U.S. brokerage house for irregularities in foreign exchange trades. * Advised one of the principals in multiple aspects of the BCCI case, including points of Saudi Arabian law and Shari’ah. * Obtained a temporary restraining order freezing the New York accounts of two entities involved in the misappropriation of funds from a major Kuwaiti bank and then succeeded in prevailing in the case and recovering all funds involved. * Responded to third-party subpoenas issued to a Gulf bank in the Enron, Worldcom and Global Crossing cases in relation to syndicated credit facilities extended to those companies in which the bank participated. * Succeeded in dismissing a federal case brought by a former employee of a U.S. subsidiary of a Gulf company alleging breach of employment contract and other tort claims and in having the dismissal upheld on appeal. * Prepared, submitted and defended claims on behalf of a U.S. party before the United Nations Compensation Commission arising from Iraq’s invasion and occupation of Kuwait. * Defended a Gulf ocean carrier against claims relating to personal injuries and property damages caused when one of its vessels broke free from her moorings in Port Newark while discharging cargo, toppled two gantry cranes in operation and collided with another vessel in the channel. Representative International Trade Matters: * Advised a Saudi offset company regarding compliance with the U.S. Federal Acquisition Regulations (FAR) in its efforts to supply the U.S. armed forces. Representative Employment Law Matters: * Assisted a major Gulf-based bank in its recruitment and employment of a general manager, including retaining an executive recruiting firm for such purpose and retaining and supervising an investigative firm to conduct background “due diligence” of such candidate. * Developed an employment policies and procedures manual for the wholly-owned U.S. subsidiary of a Gulf transportation company. * Negotiated numerous separation of employment agreements and settlement agreements on behalf of employers. Representative Bankruptcy and Workout Assignments: * Advised a Gulf bank on the repossession of a Boeing 747 aircraft in which it had a security interest, and in the creation of an offshore entity to hold title, perform maintenance, and make leasing arrangements. * Prepared documentation to establish a multimillion dollar line of debtor-in-possession financing from an offshore financier to a U.S. textile manufacturing company in a U.S. Chapter 11 bankruptcy proceeding. * Represented several Gulf franchisees as creditors of various U.S. franchisors in chapter 11 bankruptcy cases. Representative Construction Matters: * Represented a Gulf bank with respect to its planned construction of a new “landmark” headquarters building, including the negotiation and preparation of agreements with a design planning firm, architecture firm and construction manager. * Represented a Gulf contractor with respect to negotiations to construct a local consulate for a foreign government. Services to Law Firms: Law firms to whom David Wohabe has rendered services or advice in connection with transactions or disputes involving the laws of the Gulf States include the following: * Skadden, Arps, Slate, Meagher & Flom |
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