Mark Nawfal provides general corporate, business, and securities counseling to clients as an outside general counsel. He represents clients in mergers, acquisitions, recapitalizations and restructurings. Mark develops and implements tax strategies, structures, and plans for businesses to maximize tax savings. Mark brings his international experience to assist clients seeking to invest in the United States as well as domestic clients seeking to do business abroad. Mark represents multiple clients in the energy industry in investing in oil and gas assets, negotiating leases, acquisitions of oil and gas companies and structuring joint ventures for development of technology.
Corporate and Commercial
Mark advises clients on general corporate governance matters, including shareholder agreements, partnership agreements and limited liability company agreements. He negotiates, drafts and implementing acquisitions, spinoffs, restructuring, creating affiliates and subsidiaries, setting up joint ventures and investment vehicles in the US and abroad. He prepares private placement memorandums and advises on compliance with securities regulations. Mark also represents companies in the negotiation and drafting of commercial contracts in a variety of industries, including franchises, distributorship agreements, offtake agreements, logistics transportation agreements and contracts for providing private contracting security services to government and multinational agency facilities.
Mark provides business planning with a goal of achieving an optimal tax efficient result. He advises clients seeking to invest, sell goods or set up branches in the United States on inbound tax exposure. Mark also advises US clients on optimal way to structure foreign business ventures, addressing treaties, FDII, GILTI and Subpart-F regulations, the use of foreign tax favorable jurisdictions. Mark works regularly with local counsel to determine best tax strategies under both US and foreign domestic tax laws. Mark also advises non-profit organizations in obtaining tax exempt status with the IRS, in structuring subsidiaries and affiliates and coordinating with foreign charities and organizations in a manner to maintain tax exempt status.
Mark represents businesses in the energy industry. He negotiates operating agreements, oil and gas leases, participation agreements. He represented energy companies in joint ventures to develop and market technology, or acquisition and sale of oil and gas service companies. Negotiated development of waste to energy power plant, as well as submitting bids to national oil and gas service companies.
Sanctions and Export/Import Controls
Mark advises clients on compliance with the US sanctions regimes, including Iran, Syria, Lebanon, Russia and Venezuela sanctions. He represents clients before OFAC for removal from SDN list. He also advises clients on compliance with import/export regulations.
State Bar Licenses
- Represented SPAC in $1 billion acquisition of two oil and gas service companies.
- Represented affiliate of Catholic Church in organizing national structure of affiliates and subsidiaries.
- Advised international consulting group on tax efficient structuring of worldwide operations and U.S. subsidiary.
- Advised clients in sale of jewelry business, oil and gas service business, manufacturing business, franchise business.
- Advised Italian international company on spinoff of U.S. subsidiary.
- Advised clients in acquisition of leasehold acreage.
- Advise clients on structuring foreign investments to minimize U.S. tax exposure.
- Advise foreign clients on structuring investments in the United States to minimize U.S. tax exposure.
- Prepared contracts for solar energy panel company.
- Advised clients on compliance with U.S. sanctions regimes, including Iran Sanctions, Syria Sanctions, Russia Sanctions, Venezuela Sanctions.
- Represented clients in removal from OFAC SDN list.
- Advised technology service provider company in tax efficient restructuring of U.S. and Mexico entities.
- Represented company holding largest land concession in Bulgaria in organizing corporate structure and contracts with investors.
- Represented U.S. oil and gas service provider in joint venture with Saudi entity to build factory in Saudi Arabia to produce DRA pipeline lubricant.
- Represented multiple nonprofit organizations in obtaining 501c3 certification.
- Represented U.S. investors in investments of agricultural plantations in Mexico.
- Represented oil and gas service company producing drill bit equipment in negotiating partnership agreement with technology company.
- Advised client on export and import regulations related to providing armed security guards on vessels leaving and entering U.S. ports, and obtaining Department of Commerce and State Department licenses.
- Advised on sale of worldwide subsidiary of pharmaceutical company.
- On behalf of five international logistics, warehousing and transportation companies negotiated directly with the United Nations World Food Program for revisions to agreement for worldwide ground intervention support (Logistics Emergency Team Deployment Agreement).
- Led a team in representing Kuwaiti energy company in partnership with German technology company in negotiations directly with government ministry for construction of waste to energy power plant and for collection and disposal of medical hazardous waste.
- Advised client in putting forth a bid with Kuwait National Petroleum Company for freight forwarding, custom clearance and transportation services. Reviewed the bid to verify compliance with bidding requirements.
- Negotiated acquisition of company servicing U.S. State Department contracts in the Middle East.
- Negotiated multiple joint venture agreements and distributor agreements between manufacturers and distributors on behalf of European luxury brands and manufacturers.
- Represented shopping mall in negotiation of shareholder agreements, management agreements, BOT agreements and joint venture agreements with foreign investors.
- Represented hotel in negotiating management agreement.
- Advised on sale and acquisition of worldwide subsidiaries of Japanese conglomerate.
- Drafted agreements between United Nations and largest security firm in the world for construction of security facilities at UN facilities.
- Negotiated agreement for ground handling and airport services provider for operation at airport terminal.
- On behalf of logistics and warehousing company reviewed and advised on several freight forwarding contracts.
- Advised Swiss bank on opening representative office in the Middle East.
- On behalf of international medical equipment manufacturer advised on contracts for the sale of surgical and hospital equipment.
- Advised international transportation company on tariffs it would incur in holding its products at ports.
- Drafted transfer of know how agreements, management agreements, franchise and licensing agreements for insurance company.
- Represented multinational telecommunications firm in its licensing and service contracts.