You you practiced in Iran for quite a while and you have seen >> almost 20 years we are now dealing with a highly tensioned situation. UAE government has worked hard to address certain risks in the market. These days nothing work like before. The strategies during peace time does not work during the war time. at the peace time when everything is good and running well. Many of them considered exit from the from the market. What about the other side like the investments in Marati investment or the foreign investment is coming from the UAE to Iran. We we are from this region and we know that these conflicts will go forever. Some of the people are not scared at all. They actually see whatever is happening now as an opportunity. Welcome back to a new episode of the jurist podcast. Today our guest is Behnam Khatami. Thank you very much for coming and finding a moment in your busy schedule to be with us today. >> Thank you. Thanks for the invitation. Ahmed, very good to be here. >> I want to ask you a question. What are you doing in the UAE? When did you come and >> tell me your story? >> Yeah. Yeah. Yeah. We basically expanded the operations and uh following that strategical decision, we opened our office in Dubai because most of our clients are foreign companies and um Dubai is a hub for um all those businesses and they have a uh they have an establishment here. So uh being in Dubai um provided us direct access to these companies and vice versa um direct access by those companies to us as well and um that was also a personal reason uh for my kids education which I preferred them to have a good education and then uh I do not need to speak about the education system in in the UAE. It's topnotch and I wanted for my kids to use this opportunity. So yeah, well we decided to move here and uh start let's say our new life here. To be very honest as as a lawyer I understand you know working for 15 16 years in the legal field in Iran and then deciding to to leave and you've been here for for about two years right now. >> Almost. Yeah. Yeah. what what is the what's the main difference in practicing from Tahan to here? >> I I haven't um completely left the Iranian market and uh I'm still um involved in that market and uh because we are advising multinational companies and international uh law firms on their Iran related matters um in in one capacity or another. I'm I'm I'm still involved and uh we try to help them navigate the regulatory system, the sanctions, compliance, the um in order to keep things clean and um let's say compliance proof and make sure they are doing things in the right way. They they are aware of the risks involved and navigate the complexities involved. So um I'm I'm I'm now working on the two hats. One Iran, the other is uh offshore related matters including the UAE. And this has brought um quite a lot of challenges which is in in one way demanding and in the other way uh exciting and it opens new opportunities for Speaking on challenges, I would like to understand what would be your description for the current geopolitical >> situation at the moment. >> Yeah. Yeah. Yeah. Well, we are now dealing with a highly tensioned situation and uh um the the the effects has spread not not only within the region but but also globally and uh now everyone is feeling a little bit of that and then during time I'm sure that everyone will feel more um no need to say the this has um great impact on the energy and commodity markets uh by disrupting the supply chain price increases and especially the regional uh businesses are specifically exposed um not only because of their geographical proximity but um >> wasn't it always like that? >> Not necessarily. And um I I think uh they they have been working in a very solid environment let's say lowrisk environment and uh from what I can see uh as a as an external expectator was that the UAE government has worked hard to address certain risks in the market to to set the ground for smooth um um business environment which is now disrupted and uh from from different aspects. Anyway, we cannot negate the fact that uh this disruptions um does not exist but new approaches need to be uh put in place. These days nothing work like before and uh uh we have a saying uh that the strategies during peace time does not work during the war time. So perhaps new advisers need to be on boarded, new um u approaches need to be um um put in place because the dynamics changed, risks sh changed and uh targets, agenda, participants, everything has changed and everything has been um affected and now we are uh seeing and and we are um at the beginning of a very drastic shift, very very significant ificant change in the environment that um jurisdictions who are quite flexible and and quite um let's say uh quick in adapting to the new situation they they will be the veneers and I'm sure the UAE will be one of them. >> From a legal and business perspective, what's the most immediate impact >> companies in the UAE? >> Right. Right. um and and the broader region are already experiencing. >> Yeah. Yeah. What I can say is that this has brought a great deal of uncertainty and uh this uncertainty gives rise to hesitation uh for the companies in their decision makings and th this uncertainty is very broad and in terms of its range and uh sectors involved and uh this is across trading, finance, investment plans, logistics etc. So this is the main thing that holds back companies from uh decision making especially when it comes to entering into new legal relationships. So everybody are sitting on their hands to see what will happen and uh um if you pay attention not nothing new will happen and uh they uh primary focus of the uh businesses is how to manage the risks and do not overexpose themselves. So um the the the the risky approach that they might have been taking uh in hope of uh higher rewards. this approach may no longer work here and uh this will uh very soon become a recipe for failure and now um businesses should take a more conservative approach in terms of everything counterparties sources of supply routes shipping logistics inventory credit uh and also uh internally in terms of um capital reserves, financial health etc etc. So there are many things that uh the companies used to uh I'm sorry um the companies have to go through uh which have not been um necessarily the priority the these things and these criteria um and these good practices exist but now priorities have changed and these have become the first priority of the company. So in terms of new engagements um what what I can see is that the businesses are more hesitant uh to uh enter into things and the immediate impact is is that the investment returns um and these sort of things will be um diminished and we should sooner or later expect some sort of estaglation and uh yeah estagnation. >> You're practicing between Iran and here as you said you're still carrying the the or wearing both hats at the moment. So you probably have Emirati investments in Iran who are your clients and the other way around you have Iranian investments here or clients who are here. I think >> there'll be separate challenges or different challenges for each of them. >> Right. Right. Can you walk us through that so that we understand the real picture from this perspective? >> Yeah. Yeah. Oh, first first of all, we we usually on the foreign side and for for conflict reasons, not for any other thing, but but professionally in order for us to manage conflict uh purposes, we we usually stay on the uh side of uh foreign investors in Iran. So um what I can say is that the the the risk tolerance of foreign investors um have have significantly become lower. Um and the immediate effect of uh this is that they uh either halted new investments or they are limiting new investments and then limiting expansion. uh the the other uh and I would say the third effect is that many of them uh considered exit from the from the market and um in Iran we have been seeing this um for a while and let's say in the past year or so uh this has been accelerated and then uh we've seen uh a number of large companies um moving out of Iran like SGS, like Savola, uh etc., etc., Nestle, Waters, and many of them um >> where do they where do they go to? >> Um basically, it's it's um depending on the strategies, some of them may want to dilute certain businesses. For example, water business may not be that much uh lucrative and um depending on the business priorities. For example, switching to um more premium products in water industry could be one drive for a water manufacturing company. The other is is is that um when I um look um in retrospect that the question I'm asking from myself was that were these companies aware of this conflict coming up or not or they they have been uh as early as uh uh possible to move out from the company before they hit hard in in terms of the value of their investment, the possibility of repatriation of their capital etc. We we we all know the um that the capital uh stays where uh everything is fine and and the u and the context is ready for that. So um the what we say is that uh the capital is very uh let's say >> a coward exactly and uh >> or the capital is scared easy it moves away >> with with lower um levels of risk assessed to spread significantly. So if if the risk can and if the political situation and the business environment is well established and the businesses have the assessment that okay that the system the government can maintain the situation can curb the u and then and then basically can manage the risks involved. the capital will stay and will will um um try to uh be resilient. But as soon as they feel that resilience will no longer work and they will lose money in what way or another in terms of money uh uh fluctuation, money devaluation uh repatriation restrictions etc etc. It will fly away. people find a better place to to >> of course >> what about the other side like the investments the Marati investment or the foreign investment is coming from the UAE to Iran for example >> well that that that's the most thing that uh we have been dealing with and we have been involved in uh large scale projects and uh in various industries such as in uh uh um food retail um and uh Petraam uh and and other industries and um uh basically um well I'm sure they are struggling with the same situation and then then these are first of all the these are not of legal implications so they evaluate things from commercial perspective from political perspective and then legal comes comes into play. That basically legal cannot solve anything when it when a huge commercial risk is involved when a um um un tolerable or or or unmanageable political risk is involved. So um there's a limit for legal risk management. So what's the most dangerous assumption businesses are currently making about the duration or the impact of this conflict? Because I think >> I we heard ceasefire, no ceasefire, I don't know what's going on, but >> what is the wrong assumptions that businesses might be doing right now? that there have been ups and downs and uh what I've been hearing from my feelings aside what I've been feeling uh hearing from the clients was that okay this is a short-lived event and um uh or at least um the legal con consequences will be limited and contained and after this things will quickly rebound and uh it will be business as usual. But when you get to the bottom of it and uh when you get deeper, none of these assumptions are correct and um the we we we are from this region and we know that these conflicts will go forever. It's an extreme statement. Perhaps not forever. I hope not. >> Yeah. Yeah. Fingers crossed. But but anyway, we should prepare ourselves for a long run and um honestly otherwise the the over optimism will will take its toll and uh um if businesses uh take an optimistic approach, they will be eliminated very brutally and very soon. So within this environment those businesses can survive who are quite cautious of um different scenarios and they put in place uh risk management strategies based on each scenario. It will be an ideal situation that okay um the the the conflict uh becomes contained does not spill over to the region does not spill over commercially and economically into the global uh system. But in reality what we are seeing is completely otherwise. And with within this environment that businesses may think that okay this is shortlift with temporarily consequences or after this there will be a quick rebound. The businesses should also avoid certain things from legal perspective. And uh these are uh the legal I would say um um approaches which help the clients manage the risks and um one of them is to avoid over reliance on uh force majour uh clauses without uh proper grounds. So force mojour has uh normally a definition it has uh certain procedure to meet etc etc which uh companies will will certainly need to comply with. The other thing is uh failure with notice requirement and procedural uh requirement uh embedded in the into the contract. So the companies may say may think that okay I cannot do this because there is a war in the uh region in the the the straight of form is closed etc etc but this is subject to sending notifications under the contract under the statute so uh it's important for companies to understand this uh the the other thing which I can think of is uh during this stage uh the the Companies must um avoid uh informal or uh let let's say um >> commercial deals that were not formalized >> informal confirmations for example they they call each other and they say okay we will deliver this tomorrow and this tomorrow never comes. Yeah, >> get a receipt, put this in in record, send emails and um these are very important. Um the other thing which is very important is that companies underestimate sanctions and payment risks during these tensions especially when it comes uh within this regional scale um uh which each jurisdiction will get into a spotlight of each other. they will be subject to elevated compliance procedure and uh if for example problematic counterparties are involved uh improper payment channels are have been um adopted. This will come back and bite the parties and uh at the end of the day they will end up uh fighting in courts or arbitral tribunals for for ages. And >> you know at the peace time when everything is good and running well >> um a lot of the traders and even >> big corporations they don't really think that there is a big need >> on being very >> strict with contracts >> and when the conflict happen they realize it's a little bit too late. >> That's true. And and here comes one of the highest risks that many companies have that relying on pre-existing contracts that does not fit anymore the situation and they don't run to do a a quick checkup or tw analysis of such risks that might >> happen because of the >> geopolitical disruption. I would frame this with within the current situation as uh pre prevalence of contract over trust and um the each word of the contract become very important especially in certain circumstances when you deal with an insurance company especially um as part of a sophisticated category of counterparties. So they they they will become very picky with respect to each um term used in the contract. We have recently a very funny case that a ship has been hit by a drone. The insurance policy has been provided that in similar circumstances the incident must have been inflicted by the belligerent country. How can you prove that that drone was uh from the belligerent company? Everything was blown up and you can never distinguish it. And within these circumstances, not even a broad uh language in the insurance coverage um or similar u let's say terms can be helpful and uh everything will u become very narrowly interpreted in order for the relevant party for to to to be released from uh liabilities. Just think about uh this from insurance company perspective. Now they are dealing with thousands of or hundred thousands of claims and um um that there might be dealing with potential insolveny cases triggering reinsurance thresholds etc which will be a complete mess. And uh that's why they have to take this narrow approach and rule out certain applications and set aside those applications in order to only focus on the most important and most strategic and critical ones. Uh so um companies will be at huge risk and they they cannot even rely on the um insurance company even with the all risk and war risk title they they are not fully reliable and devils into details and you have to get to the bottom of it to see how you are covered under those circumstances. I want to take you back to the force measure >> point because you mentioned uh very briefly on it. I want you to expand on how can the companies rely on these terms in the contract. So how what can they do when they have the force measure when they have the war um mentioned very clearly in the contract. But the situation is like this is right now what the what do companies need to do to make sure that they benefit from the force measure and the mention of the word war and the contracts. Yeah. Um the good thing is that everything which happens it um provides an opportunity for the lawyers to uh step back and tailor the um the the language of these clauses including force majour, including MAC, including hardship, termination clause, damages, these sort of protections under the contract and um and because now they are seeing in practice how they are working and whe whether they are sufficiently address the situation or not. whether a overly broad language that okay all war risks will be involved, all um incidents will be involved will suffice or not. Or there has been recent cases that they have challenged these sort of generic and then general um uh languages. So it's the best opportunity for the lawyers to take their lesson and um embed what they have learned into the into these clauses and uh of course these clauses will become much longer uh which usually the part is avoid uh long contracts >> complicated contracts. Th this is also uh what I would want to get back to and then the the from drafting perspective and from risk assessment perspective we are now seeing a uh different approach and a shift in mindset of the clients. So before um you may also acknowledge that that clients have been fully commercially oriented and they were pushing uh lawyers that the commercial departments have been pushing lawyers that okay do don't don't create obstacles these things not never happen these are there just for beauty and and uh uh uh how on earth this thing could happen and um they have been prevailing commercial interest over legal risks. Things are now shifting and it's amazing and uh let's say somehow astonishing that we see clients they are insisting first on the legal uh coverage of these sort of risk without paying attention to >> depends on their experience and the problems they they've fallen. >> Yeah. Yeah. commercial benefits and I have seen cases that they have let go of contracts that they have uh let go of the commercial interest because in their view >> uh the legal risks cannot be well managed and cannot be um well addressed under the contract or the counterparty is not available is not um flexible enough to provide to uh to provide those coverages th those protections um under the contract. So this is quite an important shift which emphasize the role of the lawyers emphasize the role of these contractual protections and um um which has been contributed by uh this let's say era. the legal um let's say industry has been always following the the the commercial and the business market and uh they were addressing the needs of the market and now this needs has prevailed on everything and um has even overshadowed the lucrative commercial interest that may come up out of a uh contract. And then uh as I've said, we we've seen cases that the clients have set aside um lucrative opportunities because according to the advice they've received from the lawyers, these uh certain legal risk cannot be well managed especially during this uh war time. You you practiced in Iran for quite a while and you have seen >> almost 20 years. >> Amazing. >> And and you have great experience with the court system and with the legal system in general. >> How do you see the application of the these >> articles like the force measure and the >> the act of war because Iran has been for quite a while in some sanctions and under some of >> instability and so on. >> Yeah. How does the court system in Iran >> Yeah. >> cater for international businesses whether from here or from Europe or US? >> Yeah. Yeah. First of all, Iran has a um uh let's say civil law system. They pay very much attention to the text of the law and um also at at a um a different degree to what the uh counterparties have specifically agreed. So um they apply quite a strict approach uh on what the uh parties agree on and basically what has been the party's intentions. So if the intention is to uh basically use force majour as an exclusion or a suspension uh of the obligations, the cult will honor that. And one important thing um in Iranian courts like like everywhere else uh but um so many people may not expect this uh from Iranian courts because of all the political tensions um biases involved etc etc. um what what I've seen I'm saying my uh own experience what I've seen so far and we have been dealing with honestly um very large and national scale cases representing foreign nationals uh in Iranian courts um they are unbiased and they especially when uh they deal with a case in which a foreign party is involved they even become more strict ctor in terms of applying the rule of law. Uh the the the kind of which you you may not see in a similar case between two Iranian national and sometimes uh you you you may come across a sloppy judgments etc. But when it um comes with an uh a foreign national uh disputing party the courts are quite cautious about uh how to take position how to uh rule and uh as I've said they they really put enough emphasis on the rule of law. So that that's one thing. Uh getting back to your question um the in general this is um not restricted with uh force majour clause etc. The courts um exert narrow interpretation of everything being a force majour clause being termination clause being a uh covenant obligation reps and warranties etc etc. they just look at what has been expressly mentioned in the agreement or uh what they can infer uh um about implied agreement between the parties. So if they cannot establish anything through these means um there will be little chance to push forward a specific arguments. So the advice is to um draft things very very very narrowly. So um avoid uh opening doors for interpretation. It's a very difficult job. Um some may have this approach that okay we keep things very general so it will apply anything and uh it doesn't work. the these days we are seeing that it doesn't work but I myself after 20 years of experience now I'm re revisiting my initial approach that okay maybe the uh a broad language may not work in certain circumstances maybe we have to um add examples maybe we have to u define certain criterias the three-page four page force majour clause which parties have been avoiding should now turn into a five-page six- page um clause uh which would also be quite welcomed by the client because they have uh the the current situation I'm sure has left a bad taste for everyone >> not only the sellers but only the the buyers shippers charters >> whatever a stakeholders who who are involved. >> I'll take you back to the same question about the courts because I imagine that most traders or most commercial enterprises in general are acting in good faith. >> Sure. >> However, >> some would take whatever is happening right now >> and try to benefit um from it by trying to invoke the first measure. Sure. just to get out of their obligations, whether to cancel a real estate deal or to delay more in a shipment of a product or even >> deliver half of what was agreed and saying, "Sorry guys, this is wartime." >> Yeah. How do you see the international traders or the international corporations who would be fighting against Iranian companies in Iranian court >> or even having this kind of argument in a foreign court like in UK or US and say >> you could have still delivered but but you didn't >> on your obligation. How would the court see that? Well, well, first of all, equitable relief is not available uh in Iran in a broad sense. I've seen very limited judgments um ruling on uh equitable relief under certain circumstances and uh which cannot be extended uh broadly on uh uh all cases. But in in general um the court's approach towards this uh these clauses including force majority including MAC including hardship termination they exert a very formalistic approach. uh first of all they say they they check what the law says and then what the framework it provides and then they um in in in the next stage they will look at the party's contract and um I would say every word every punctuation a period a column semicolumn >> will make a difference >> counts and um it it may create >> um a a a different interpretation and and and quite a divergent result. So um knowing this uh mindset and uh let's say practice by the court will help the parties anticipate things that okay if something may go wrong and if we have to um sit in front of the court and defend our case uh on what part of the contracts we can refer to and what we can invoke. uh for example g getting back to force majour it's a very let's say uh um limited uh apply it has very limited application and there are certain conditions which must be made I would say it's very procedural and usually um um notice requirements are involved Um timing is involved and uh these things need to be uh fully complied with otherwise will easily and quickly deprive the party invoking the force majour of u the exceptions which they are looking for and now they will be left with a contract um without any availability to force major and they have to fulfill all their obligations uh completely despite all the hardships which may create imbalance in economic situation of the contract which Iranian courts do not give a damn to and they don't care they say you have um accepted this obligation you have to fulfill it and you do not have any uh adjustment clause in your agreement. If you would like to would have liked to um um take into consideration of the hardship situation etc etc you should have a specifically defined the criterias adjustment mechanism etc etc. So in a nutshell courts are very formalistic and then this will require parties to be mindful of what they put in the contract. I want to take you to the other side right now because you practice here and I'm pretty sure you have quite a lot of in Iranian nationals individuals who live in the UAE and companies as well who are practicing here >> and there were couple of rumors in the market of a pressure that will come probably from authorities on Iranian businesses and Iranian nationals in general. What's your comment on that? >> Yeah. Yeah. Yeah. Um by way of clarification u we we only focus advising foreign companies doing business in Iran or elsewhere outside uh Iran. So >> uh honestly we we do not have uh much Iranian uh clients and most of them are uh from uh private sector highly compliant and uh they are decent businesses. Uh some of them are have uh establishments here in order to be able to resume um uh businesses and um those companies they are involved in humanitarian um activities. For example um a couple of them provide um uh surgical products without which no operation and no surgery can be done in Iran. So that they are um doing a very important job from humanitarian perspective in order to be able to uh help the people and some of them they are in um agricultural and uh grain trading business which which is quite critical especially at this stage for the Iranian people and um if if they they cannot work basically uh the the Iranian uh uh people will immediately face a starvation and uh the things will become uh very um doom and gloom. >> Yeah, of course. And uh >> I'm actually going to focus more on the UAE side is like I think you live here, you work here, >> you're not interrupted to do your business or your life or your visa's canceled or any of that. >> That's that's what I wanted to hint on. And uh I know a lot of of a lot others as well >> of course. >> Um on this other side, do you see that um Iranian businesses here are having any kind of bigger risk than before based on the >> um changes? >> Yeah, that that that's a very good question. Honestly speaking, um um first of all, what I've seen from the UAE government, they have taken a very reasonable approach and uh they could have been uh doing things in a hard way and unreasonable fashion and um basically what I'm seeing is that they understand uh things and they they are differentiating humanitarian aspect from uh certain um uh let's say uh controversial um aspects and from what I've seen I've never been involved in in any case but from what I've seen uh as an external expectator is that the the companies which have faced problems have been dealing with um certain controversial uh businesses uh we should not forget that we are operating in a very sophisticated uh sanctions compliance environment. Added to that uh the the um uh financial compliance in terms of FATF etc. they also add a another layer of compliance which the companies uh should apply. um many Iranian let's say um compatriots have been negligent in complying with the rules, laws and regulations because things have been done differently in other jurisdictions such as Iran and they may expect that uh they may be also applicable the same in the UAE, but this is not the case. And um they they they think that they they can't get things through with the old fashioned and with with the old style that they they are used to. But this is not the case. And you you have to be uh in terms of KYC purposes in terms of um let's say um compliance screening in relation to your legal relationships with the third parties um sufficient and credible documentations. um they they they need to take these into consideration and then uh prepare themselves to have these um in place. When we speak, we know the international standards and how things work in uh in in countries such as UAE, in European countries, the US etc etc. But um suddenly we come across um a person who is uh quite naive about these um requirements. They are also negligent in hiring expert people to give them advice that okay this is the path this is how you should do it. this is the risk, this is the risk management and uh we advise you not to do this, not to do that and keep things compliant. Uh that they may not be doing something dangerous but because uh they have not been uh complying with certain procedural aspects they run into problem and uh that's as easy as that. So my advice is that for for for these businesses is that um pay more attention to this. Give more way to these risks. This will come at some point and bite uh against you in any shape and form. Closure of bank account, cancellation of the residency etc etc. the these are the consequences that we are uh seeing these days. And one clarification that the the the recent problem is not only limited to Iranians. I've uh heard from other jurisdictions like Indians, Chinese that they are also under scrutiny. Their visa also have been cancelled. um an interesting uh thing which might shed some more light. I I went to a um an account a a bank uh in the UA. I was discussing with the uh with with the bank officer and he was saying about the situation. was saying we cannot we we we do not dare to leave the country because we are afraid that our visas cancelled and uh we've heard what happened to Iranians and we are afraid this may happen to us and uh so the the scope is not limited to Iranians. Whoever does not comply with the rules, regulations, requirements will face the same um uh consequences. Some of the people are not scared at all. They actually see whatever is happening now as an opportunity. And these people as well face some legal risks. >> You know, businesses, >> legal and commercial risks. >> Absolutely. Yeah. you know, businesses that consider um distressed deals, buying properties or buying companies, they >> feel like this is the time and this is a timely deal and we need to jump on it to take it very quickly and benefit from whatever is happening right now because it's an opportunity and I I to a certain extent I agree with that idea but the execution of it carries a lot of risks. Um what would you say that anybody who is opportunistic and positive enough need to do so that they avoid falling into legal trouble? >> Yeah. Yeah. Uh before getting to that one thing came to my mind these opportunities always exist and the distressed asset especially in terms of uh real property. I've been hearing once in a while that okay that property is uh categorized as a as a distressed asset and 15% >> um uh less than the market price and uh there was a good deal uh out of that the current situation is uh more important and and I would say more um critical timing uh has a very important bearing here and uh you do not want to get engaged too early. Uh usually within these circumstances the uh things may go for a while and um the capitulation point where there are too many sellers in the market uh the um opportunities are diversified. So you you will not be dealing with uh just one opportunity, two opportunities. There will be lots of opportunities to put your hands on and at that capitulation stage it it's it's the right time to start assess things and uh at that point um the properties and the opportunities which may withstand the test of time and their price can rebound quickly right after the uh conflict is resolved. They are real opportunities and um uh what I can say is that it's it's a chasing opportunities. It's a patience game and sometimes it takes five years, six years and then you never know uh what will the right time. Look at the Iranian market. Each year everyone has been saying that okay the real estate market has seen its bottom. there was a huge um capitulation in the market and it's time to to to buy. But right after a while the the market has seen another bottom and in addition to the the the price issue the um the the payment issue the repatriation etc. So have become deteriorated and then make the investment environment quite toxic. It might be changing these days. Uh because what I can see now is is that worst has happened and we we are now looking for a steady consolidation of the market and then suddenly um a jump uh in in in the market. There are still um high number of buyers in the Iranian market in in in real property. But this could suddenly change if even a small glimmer of hope emerge and um overnight prices can get uh twice and you you may not even be able to find the uh proper uh asset that you have been looking for. So um I'm not saying that UAE may uh reach to that point because of a number of things. UAE has become mature enough to to diversify. And um um the the the the the other thing is that UA has become the hub for um millionaires and billionaires and uh a hub for other uh business areas such as trade, logistics, aviation, um energy, etc. So these will all help uh the country to rebound as quickly as possible. So uh in in in in that term uh when you compare jurisdictions you can very easily distinguish the um the advantages and and disadvantages etc. The Iranian market might be uh much bigger. the opportunities might be uh let's say much more significant but the the timing of rebound is also important and and play an important role uh here. So uh for sure for for these investments the opportunities uh opportunistic people should first of all um run a proper assessment that they do not burn themselves by entering into and jumping into deals quite early and it's a patient's game and they have to >> wait and see what will happen. You've lived through the the COVID time in Iran and I believe there were lot of >> I was in Greece. You were in Greece that time. Okay. >> Yeah. I was advancing back and forth between Iran and Greece but Greece uh situation was much worse but uh >> do you see any similarity between the problem that we have now and the co >> Oh um there are similarities of course uh which could be a good reference point. um the the the disruption in supply chain uncertainty uh coming out of it and there which which result in price increase are the common elements that um I would say had the companies to develop commercial resiliency. This commercial res resiliency is not the only thing that uh businesses would require. Now these days we are also dealing with geopolitical risks. >> Yeah. in terms of sovereign intervention, military escalation and also certain political decisions that companies are not aware of. And within these um uh circumstances, the companies are forced into take decisions with limited information. And um one day they um uh sign a deal, the other day their respective government or a third government will will will do something which highly affect the adversely impact the uh this contract by any means. By any means. So I would say the level of um uncertainty is much higher uh especially in terms of legal uncertainty. Um during COVID the business's approach towards contractual protection have become a strict that strictness I would say is is not uh well addressing the current situation because we are dealing with elevated risk increased number of risk different risks and therefore for these let's say contractual protections must be revisited and tailored based on the current situation and avoid broad languages generic clauses uh having a couple of pages of force majour clause it doesn't mean that you are well protected uh especially within these circumstances which is quite different with um with with uh previous ones And the geopolitical risk uh which the companies are dealing with it creates additional layer of uncertainty which uh leaves no control for the uh for the for the companies uh because these are sovereign uh decisions um measures coming out of uh regional or global uh political alignments. which private companies can do nothing uh for that. Okay, if we we are dealing with Nvidia, Facebook sort of companies that might be something different but but when it comes to othermemes um things will be different and they are usually the the first victim of the political decisions. >> How how does the post-war era would look like? I would say it will change everything everything in in terms of risk allocation in terms of commercial trust in terms of uh political uh geopolitical alignment credit insurance thresholds everything will be certainly affected. Uh the immediate impact of this is that the uh the the countries will give more way to uh geopolitical uh alignments and also uh in order to increase their geopolitical resiliency and hence their uh commercial resiliency. They will look for alternatives into everything into uh counterparty jurisdiction, payment channels, shipping, supply um etc etc. So this uh alternative and diversification will be the core narrative of the uh postwar era. So it's the question will not be if there's someone to trade the question will be that who is he from which jurisdiction is he which payment channel is he he going to uh use what shipping route is going to be used. So the these all become very important and very bold and countries will g give um additional uh way to these and uh let let's say they will become more biased and within these environment what I would frame it is that French shoring will be um expanded and the countries will prefer to um make deals with friend jurisdictions and um and they may rule out um high-risk com uh countries and in in global scale for example Qatar might be seen as a high-risk country because he's stranded in the straight of Hormuz and if they cannot find an alternative route to uh feed the supply they will be categorized as a high-risk um dramatically affects the terms in in commercial contract in ter commercial context not in political context or sanctions etc etc >> so um I would say this this will be the key factor of post era post war era >> what would you advise business owners at the moment practice practicing in the Gulf region or in the Middle East in general >> to prepare themselves for >> Yeah. Yeah. >> today and for the coming short term. >> Sure. Well, uh this goes back to our previous discussion that uh the the common mistakes the companies may make is that th this um event is short-lived with uh limited circumstances and after this we will uh quickly get back to um normal situation and then the business will become as usual. this will not be the case. And um basically um what what the businesses should uh pay more attention to is to first um I I would say uh they should have risk assessment in two let's say categories uh immediate actions and long-term strategic uh approach. In terms of immediate actions, they must reassess all the legal relationships, contractual um uh let's say conditions, shipping routes, logistics, inventory, credit, uh counterparty, um capital reserves. They need to have a very clear understanding and information handy uh in order to take um critical decisions. They need to categorize uh everything based on their risk assessment and then put in place proper risk management uh mechanisms and then uh act based on that. If they need to terminate a contract, terminate it. If you if they need to uh basically renegotiate the terms of the contract, they have to do it to do that. They should not sit in sit on their hands waiting uh to see what will happen because these things can go for a while uh sometimes indefinitely. And since we are from this region, this is quite uh normal for us that okay things are ongoing in Lebanon, things are ongoing in Syria and this can go for a for an additional while and why why should Iran be different and why should the the Gulf state situation should be different? So by analogy and in order to put in place a worst case scenario and uh put in place risk management uh approaches to to address those worst case risks I'm sure the company will be uh well uh handled and this situations will be well uh covered. the the the other thing which uh companies must not forget a long-term strategic um approach and this materialized by um restructuring things from corporate governance. What I've been seeing so far and this might different from company to company but the majority of companies the the legal department the compliance have played a second tier role while the commercial people has been on the forefront they they have been the rain makers uh lawyers have been the break and sometimes the uh deal uh burner or or deal uh uh >> yeah the breakers >> breakers and um but but now things are changing and uh we have uh it's encouraging to see that uh this mindset is changing and uh even these days we are receiving um calls from arrogant commercial people that okay if you do not endorse this will forget about it. And um the the the the the shift is that now the legal and compliance have become on the forefront of the company's structure and this is very important in in terms of culture >> and in terms of giving enough way to to the to the legal uh people. The um there there are certain aspects which um uh which also worth mentioning. The um contracts prevail trust and um especially in this region people used to work with trust. If you put a 40page contract in front of them, they look at you as as if you are a crazy or you have copy pasted all those contract and they don't believe that you have worked on every word of it, every punctuation etc. and uh uh and they do not feel the necessity to um sign a 40page contract. the commercial uh team that they will um >> yeah it's always has been a market that >> they push back because they are killing you're killing the commercial uh interests and this is an opportunity which we need to take very fast and we have competitors >> who are willing to take the deal uh without all this and uh >> uh and and we will stay far behind of them. we cannot meet our criteria meet our let's say uh performance u metrics the the the other thing um is that and these are especially the lessons learned from the COVID era which we we've uh discussed um systematic um changes will will come into place and uh the the world has the experience of um COVID error but I think they have not taken that seriously. They they have they think okay this happened one time and then this will never happen again >> happen again and but these days they are seeing that okay there is a problem there's a systematic problem >> in global trade because of over concentr concentration in supply chain uh when the energy market is much more reliant on certain jurisdictions whatever jurisdiction the US, Canada, Middle East, everywhere. So th this is this this will become a chro point that they have to deal with and they have to um um come up with new legal relationships in order to um solve this problem and insufficiency of insurance coverages. Despite the experience during COVID era, we we still we were still seeing um sloppy force majour hardship mac and termination clauses that okay well I've always been asking myself that okay we had the experience of um COVID era and then uh >> why did we not fix that? this is not the the proper language and what if this happens, what if that happens and nothing has been covered and um uh the that the the drafting has not been properly made and um the last thing is um over relaxed approach towards comp uh towards contractual protection. So when it comes to contractual protection the the the first thing the parties would say is that everything is fine we your relatives we have been working for 20 years we have been doing this doing that with each other and uh don't worry about if things get to that stage we will sit and renegotiate this will never happen and uh >> these are the contracts we usually take to court >> exactly because when when they get to that stage they they are dealing with much critical uh issues they have to respond to their shareholders they have to respond to their board to their um uh I don't know other stakeholders they have obligations to fulfill visav their their customers they may have sovereign uh obligations towards the uh government so at that stage things will no longer be friendly And uh this will create a very uh let's say uh high pressure situation for both parties which they they in most of the cases they cannot handle properly in a relaxed manner. And uh the the last thing is that the cha chasing uh distressed opportunities w within this market may not uh come up well and um uh right timing right asset um is the key and with 10% discount with 15% discount um people may uh become um um let's say enthusiastic and then become um interested in jumping into deal uh do the acquisition but at the end of the day >> they have to deal with a toxic asset which lose its value on a daily basis. So these are the things that uh and basically the risk that um um post war era will present and companies should prepare themselves how to approach them and how to deal with them. >> I'm done but I have one last question. >> One last question for you. How would you describe to me who is who is behi if you don't talk about the law and you don't talk about your family? >> Okay. If you >> if you exclude these two parts, >> exclude these uh two two parts, um I would I would describe myself a an ambitious individual who has been trying to um polish my let's say thinking and strategies in order to uh be able to play in the ground of big players. uh and come up as a valuable advisor to them. Uh >> that's work. >> Yeah. >> Come out of work. >> That that that that's work but but anyway, >> no work, no family. You talk about you >> enthusiastic uh uh individual who who are >> I know it's a hard question. >> Who who who who is >> we focus on these two things all the time. who is focusing on winning >> in every aspect whether it's work whether it's family whether it's >> uh personal growth but the winning is very important for me and uh I there have been times and uh honestly I've made up in a very difficult jurisdiction and um I remember my childhood um dealing with all sorts of difficulties financial difficulties that um society uh uh difficulties etc etc and when I look back um I see that I have been determined I was focusing on what what I've been trying to become um a a uh let's say a a a winning person and also a happy person that um have created a balance between everything this happiness and also the uh things which I've tried to to achieve. I think if you're happy, you'll be winning. >> One one thing which is the core principle of my life is to be beneficial to everyone. Be it family, be it um the uh this might be a little bit related to work, but to the clients, to >> society, >> society, this is very important. And and honestly at some point in my life um I think everyone deals with this question and and the struggle with nihilism that what was the purpose of u uh coming to this shitty world and sorry for my language and what am I doing here and look at this look at that everything is ugly and uh yes we are living in this uh uh in this ugliness But I have found my purpose in helping the others and um making the life of the others better in different ways. Um sometimes I had to uh give people financial grants. Sometimes I had to sit with them, speak with them for a while, give them courage, motivation in order to uh create um a a a a better uh situation for them in order for them to change to to see the bright future, the brightness of uh things. Um sometimes this is a little bit work related but but uh uh apologies for that. >> No no please feel free. Creating creating purpose for other people is also important for me and um this is especially with respect to my colleagues and uh the um people who are more junior in the office. They uh feel lost in the career path. the we are high enough that they they uh do not see themselves to get to this stage after 20 years. Oh my god, who has who will see the next 20 years? and and uh um I I will not be alive uh until that day. You know even the um in the new generation the the life expectancy has become even lower because they are uh much less hopeful. It might be the case for Iranian people, but but um this is my general understanding of the new generation that they have lost their uh sense of purpose and um because of their impatience and um the quality that they have developed uh I don't know through education through society they want to get to things quite quickly and this is this will create and then this this will make them uh demotivated and they they do not strive and they do not uh make an effort uh for this and um I love testing my boundaries and um um I always try to um give to to to get hard on myself uh and this helped me to become a more mature person uh be able to deal with difficult situation with the de with the resiliency which I've been developing through this approach. So when the life become easy and then sometimes I sit back and and think about the fact that okay everything is in place there's no challenge everything is working in a in a good way that's the way that I lose hope and I lose motivation so I welcome every challenge every uh difficulty every every problem to solve um so so basically That's me. >> That's amazing. And thank you very much for being with us for Yeah. Yeah. Likewise. >> We don't just bring you lawyers and legal information. We bring you >> people who are successful and who are hopeful and who are um winning and um they continue to win and they continue to live here in the UAE to be part of it and to build it >> as well. We're very happy that you've um dedicated time to be with us and thank you again. >> Yeah, thank you and I'm very happy that we came across each other and I get to know you and uh I look forward to continuing the relationship and uh I can contribute more to the to the society to the uh community to the uh legal network that you chair and uh yeah >> thanks a lot. >> Thank you. See you next week with the jurist podcast. Make sure you subscribe, share because this is really valuable knowledge. Everybody win when everybody see it. Okay. Thank you.