Shahrzad Majdemeli


Shahrzad Majdameli

Iranian Lawyer and International Consultant


Shahrzad Majdameli works in the Tollefsen Law International Law Division as an of counsel Iranian lawyer. Her practice is focused on offshore energy, export control, and international business law, with a particular emphasis on Middle Eastern commercial matters.

Ms. Majdameli offers unique skills including 7 years as a licensed Iranian lawyer in Tehran, fluency in Farsi (Iranian) and English, and Arabic reading skills. She has a  LL.M. degree (Master of Laws) in U.S. and Global Business Law from Suffolk University Law School of Boston Massachusetts and a LL.M. in Energy and Environmental Law from George Washington Law School in Washington, D.C.

Ms. Majdameli assists Iranian clients with compliance issues related to sanctions programs administrated by the Department of Treasury’s Office of Foreign Assets Control (OFAC). She advises Iranians with transfer of assets from Iran to United States and assists with obtaining necessary  licenses from OFAC authorizing otherwise prohibited  transactions.

Ms. Majdameli began her legal career with the International Law Office Dr. Behrooz Akhlaghi & Associates in Tehran, Iran advising numerous multinational corporations with registration, licensure and compliance matters. She has extensive experience in Iranian contract law and in navigating the complexities of the Iranian Civil and Commercial Codes. She has successfully represented clients before Iranian judges at both the trial and appellate level.  She has worked on consultation with the Middle East & North Africa Consultation Association (MENACA) with businesses operating in the Middle East. Ms. Majdameli has experience working on nuclear energy issues under the laws of Saudi Arabia, United Arab Emirates, and Jordan. Shahrzad has worked as a volunteer in Earthpace of Maryland researching shale gas and its environmental implications.

Since 2009, Ms. Majdameli has worked  as volunteer with the World Bank Group of Washington, D.C. providing data and analysis for th the annual World Bank Group research on Iranian business regulations. She also is an expert contributor to the World Bank’s Doing Business Report and the Women, Business and Law Report.

Telephone: 202-999-4430 or any of the other phone numbers of the firm, then extension 614.


Attorney at Law, Tehran, Iran, July, 2006


Master of Laws (LL.M.), Energy and Environmental Law, August 2013, George Washington University Law School, Washington, DC. Shahrzad is a visiting scholar at George Washington University Law School assisting the Law School in a project related to environmental compliance and enforcement.

Master of Laws (LL.M.), US and Global Business Law, May 2012, Suffolk University Law School, Boston, MA. The classroom instruction was at Eötvös Loránd University (Eötvös Loránd Tudományegyetem) in Budapest, Hungary (established 1635).

Bachelor of Laws (LL.B.), Faculty of Law and Political Science, February 2005, University of Alameh Tabatabai, Tehran, Iran.

Prior Experience

Middle East & North Africa Consultation Association (MENACA): Washington, D.C.; Intern, August 2013 – October 2013 – Supporting consultation to firmsdoing business with Middle Eastern economies.

Hogan Lovells US LLP: Washington, D.C.; Contract Attorney, June 2013 to September 2013. Assisting firm on nuclear energy issues under the laws of Saudi Arabia, United Arab Emirates, and Jordan.

Earthpace: Maryland; Consultant, March 2013 – May 2013 Researched shale gas and its environmental implications.

World Bank Group: Washington D.C.; Expert Contributor to Doing Business report, 2009 to present Expert Contributor to Women, Business and the Law report, 2010 to present. Provide data and analysis for annual World Bank Group research on Iranian business regulations.

International Law Office Dr. Behrooz Akhlaghi and Associates, Tehran, Iran; Legal Counsel, June 2006 – March 2012:

  • Experienced in the areas of international trade law, civil law, commercial law, energy law, oil and gas, foreign investment, commercial projects, project finance,  labour law, and litigation

  • Worked on several major projects and cases and cooperated with international law firms, participated in meetings, prepared and drafted legal opinions and gave legal advice

  • Took part in court sessions, prepared the defense bill, and defended client rights in court

  • Completed registration of foreign companies’ branch and/or representative offices before the Corporate Registration Bureau

  • Assisted on airline and shipping cases and various legal issues Law Office of Mr. Saleh Nikbakht, Tehran, Iran

Trainee at Law, October 2003 – January 2009, Tehran; Took part in court sessions, drafted defense bills, took part in negotiation meetings with clients, and handled local cases on issues related to property law, commercial law, and family law

Central Iranian Bar Association, Tehran, Iran; Administrative Assistant, December 2005 – April 2006: Prepared and filed applications of lawyers admitted to the Bar Association Exam

Selected Publications and Presentations

  • “Foreign Investment and Nuclear Energy Issues Under the Law of Saudi Arabia, January, 23, 2014, East King County Bar Association, EKBA-TL-International-Seminar

  • “Foreign exchange transactions in Iran,” Global Share Plans newsletter, January 2011

  • “Labor Law of Iran, Getting the Deal Through,” October 2009

  • “New amendment in Labor Law of Iran,” Gozaresh, March 2009

  • “New Amendment in Labor Law of Iran,” International Business Law Consortium (IBLC) Circular, July 2007

Honors and Awards

  • Certificate for participation in the Seminar on US-Export and Re-Export Controls, US-Sanctions and Embargoes hosted by the International Chamber of Commerce of Austria with cooperation of Baker & McKenzie in November 2011 in Vienna, Austria


Note Terms Prevail Over Deed of Trust

Terms of Promissory Note prevail over conflicting terms of Deed of Trust. U.S. Bank National Association, etc. v. Yashouafar et al. 141217-U.-S.-Bank-N-A-v-Yashouafar The terms of a promissory note conflicted with the terms of a deed of trust. The note stated that a prepayment fee was not due until the indebtedness was prepaid. The deed stated that the prepayment fee was due immediately upon acceleration of the note. The deed provided that the terms of the note controlled over those of the deed. The court held that under the clear and explicit terms of the note and deed of trust, as interpreted to give effect to the mutual intention of the parties (California Civil Code sections 1636, 1638, 1639 and 1644), no prepayment fee was due until the actual prepayment of the note’s indebtedness. The court found that the Bank should not have used the date of acceleration of the note in calculating the prepayment fee and that the fee was not due until the note’s indebtedness was prepaid. The terms of the note controlled over those of the deed of trust because the deed provided that they would. If this provision had not been included in the deed of trust, the court may have determined that the prepayment fee would have been due immediately upon acceleration of the note....

Guarantor Waiver of Defenses

Guarantor wavier of defenses does not apply to equitable defenses. California Bank & Trust v. Del Ponti et al.:141209-California-Bank-v-Del-Ponti Waiver of defenses is standard in guarantee forms used in bank financing. California Civil Code section 2856 allows a Guarantor to waive defenses in general language. The court, in a case of first impression, held that the statute does not allow waiver of unlawful contracts or any provision that is contrary to public policy. The statute should be read narrowly so defenses outside of the identified categories, including equitable defenses, are not waived by language purporting to waive all defenses. A party is not allowed to benefit from its own fraud or willful misconduct. In this case, the court found that the Bank had willfully breached the loan agreement thereby causing the borrower’s default. Therefore, it would be inequitable and against public policy to enforce the blanket waiver in the guarantee....

Employers, Employees and DAPA: What do you do?

Employers, Employees and DAPA: What do you do? Nicole Kersey presents and interesting dilemma for people who employ immigrants: What do you do with immigrant employees who might be saved by the President’s proposal but are discovered to be here illegally? If an employer discovers today that Bob presented fake documents when he was hired, and the employer confronts Bob, and Bob admits that his documents were fake and that he is not authorized to work, the employer must terminate Bob’s employment.  If Bob says he is not work-authorized today, but he is eligible for DAPA under the new executive order, the employer still must terminate Bob’s employment, even though – if the employer had waited a year to conduct the audit and confront Bob – Bob’s fate could have been much different. So the question becomes whether employers would be wise – or kind – to wait until the new batch of DACA/DAPA beneficiaries have obtained employment authorization prior to conducting a voluntary audit. If the employer waits a year or so, it can clean up its I-9s without the loss of as many valuable employees.  But if the employer waits a year or so and is, in the interim, inspected by ICE, the employer may face hefty fines and – in the most egregious situations – a prison sentence. Nici writes a very interesting article and you’ll enjoy reading the whole thing. She does present an interesting quagmire though. Immigrants and immigration advocates are in a sort of holding pattern: Potential applicants can’t sign up yet, and advocates like myself can only advise our clients on what...

Whistleblower Protection: Dodd-Frank and SOX

by John Jacob Tollefsen1The author practices law in Oregon, Washington, California, Texas, D.C., and New York. He has been lead counsel on several SOx § 806 cases including Tides v. The Boeing Co., 644 F.3d 809 (C.A.9, Wash. 2011), cert. den. 132 S.Ct. 518 (2011) and Reid v The Boeing Company, 2009-SOX-27 (ARB Mar. 30, 2012).  Overview of Whistle Blower Protection under Dodd-Frank and SOX including the SEC Bounty Program The Sarbanes Oxley Act of 2002 (“SOx”) § 8063SOx § 806 is codified as 18 U.S.C. § 1514A(a)(1). was designed to protect certain employees who reasonably believe they are reporting a violation of a law, rules, or regulation listed in § 806. Due to drafting issues and the hostility of courts and administrative judges, few whistleblowers prevailed. The Dodd–Frank Wall Street Reform and Consumer Protection Act of 2010 add additional protections designed to increase the whistleblowers chances of success. This article provides a brief overview of federal whistleblower protection under Sox and Dodd-Frank including the Securities and Exchange Commission bounty program.2There are numerous other whistleblowing protection provisions in federal law that may be helpful in a particular case including aircraft safety and environmental issues that are not covered by this article. Prepare to have your career ruined As a practical matter, whistleblowing protection has not been favored by judges. This is to be expected. For many people, a “whistleblower” is a “snitch”.4The English language is rife with pejorative terms for whistleblower like informer, fink, stoolpigeon, stoolie, sneak, blabbermouth, tattler, tattletale, squealer, mole, betrayer, rat, and rat fink. Even lawyers fight rules (like ABA proposed ethical rules) making reporting of...

Statute of Limitations Tolled Against John Doe

Decision of Washington Supreme Court: 141211 Powers v WB Mobile December 11, 2014 Under RCW 4.16.1 70, service of process on one defendant tolls the statute of limitations as to unserved defendants. Sidis v. Brodie/Dohrmann, Inc., 11 7 Wn.2d 325, 329, 815 P.2d 781 (1991). In Sidis, the Supreme Court of Washington held “that in some cases, if identified with reasonable particularity, ‘John Doe’ defendants may be appropriately ‘named’ for purposes of RCW 4.16.170.” This case refined that holding and held in this case that the Statute of Limitations is tolled against John Doe. In order for a plaintiff to show that an unnamed defendant is identified with reasonable particularity, the plaintiff must establish (I) (a) from the commencement of the statute of limitations, the plaintiff made a diligent effort to identify the actual defendant given the information reasonably available to the plaintiff and (b) the plaintiff provided information about the unnamed defendant in the complaint to the greatest extent possible, including describing the unnamed defendant’s acts and appearance and (2) the defendant had or should have received such notice of the action that it will not be prejudiced in maintaining a defense on the merits at the time when the placeholder for the defendant, such as “John Doe” or “ABC Corporation” is replaced with the defendant’s actual name. In this case the second prong was satisfied because the named defendant mailed a copy of the complaint to the “John Doe” defendant within 90 days of the filing of the complaint.   Statute of Limitations Tolled Against John...

What you can do now for the President’s Immigration Plan

What you can do now for the President’s Immigration Plan It’s true that you cannot sign up for any of the new proposals in the President’s immigration plan. For the central parts of the plan, the President is allowing USCIS 90 and 180 days after the announcement to set up the application process. For most applicants, this means they are waiting until either February of 2015 or May of 2015 to apply for the President’s plan. While it doesn’t seem like great situation to be in, for most people it is actually a blessing in disguise. This delay will give applicants time to collect the documents you need and help them be ready to apply for the program from day one.   (Worried about whether its safe to apply for the President’s plan? Don’t be! Click here to read my article on why you don’t need to worry about the future of the program.)   What many immigration advocates agree upon is that these programs will require supporting documents. What these amount to are physical documents that back up the requirements of the application process. Think of them like evidence: If you are asserting that you have lived in the United States since 2010, then you will need to prove that. And you prove that my submitting things like rental agreements, utility bills, and other tangible signs that you have lived in the United States as long as you say you have. The key to this whole process is that applicants will need to have supporting documents for many different parts of the application. For example, DACA applicants will...

Don’t Worry About Signing up for Obama’s Immigration Plan

Don’t Worry About Signing up for Obama’s Immigration Plan Since The President announced his immigration plan, I have talked to lots of people who are concerned about signing up for the President’s Immigration plan. They’re concerned about a ‘temporary’ deferral of deportation. They feel that they will set themselves up to be deported once that deferral runs out. Most of the concerns I hear from people stem from all the news stories that came out about Congress complaining about the President’s action. People feel that Congress is going to pass a law to take away the program or that a new President will do the same once Obama is out of office. While there is a clear logic that flows through this thinking, it is far from the most possible outcome. In fact, it’s much more likely that this program won’t go away and will instead provide for an immense level of security for its applicants.   Why Congressional Republicans aren’t going to stop the Program Congressional Republicans claim that (among other things) the President is acting outside of his authority as a president or that he is ignoring laws that Congress has drafted.  As I explained before, the President’s plan takes the form of an Executive Order. This means that the President has taken an area of the law that Congress has given him some wiggle room to move in –in this case, that there are over 11 million illegal immigrants but only the funds to deport 400,000 a year– and has decided how to allocate his limited resources. What the Congressional Republicans want to do is to cut...

Mental Health Advance Directives Enhance Estate Planning

Mental Health Advance Directives enhance estate planning because they provides a person with the ability to coordinate directives and direct their care during times when they do not have capacity to make treatment decisions. They are most useful for persons who have faced mental health issues including traumatic brain injury, those who are concerned about the possibility of future dementia or traumatic brain injury, or who are planning during the onset of dementia issues. It provides a structure for discussing issues and making decisions and is the means to ensure that those making decisions for a person follow the person’s wishes at times when he or she is unable to express them. In addition to providing certainty and dignity for the person making the directive, the document can help the person’s family by providing a level of comfort and security during challenging times.

What the President Can –and Can’t– Do about Immigration

What the President Can –and Can’t– Do about Immigration What the President can do about immigration is largely limited by Congress. But that doesn’t mean he’s powerless. Far from it, he can still change the lives of millions of people with the authority he does have.   It’s civics 101: Congress writes the laws and the President enforces them. Sounds simple, doesn’t it? The President should just do exactly what Congress tells him to. But if that’s the case, why can there be anything that he can do? Shouldn’t Congress have clearly stated what is or isn’t the law with regards to immigration? Why do commentators keep saying he has discretion? Simple: Congress told him he has discretion. What a lot of people don’t know is that Congress has granted some of its’ discretionary power’ to the President. The Legislative Branch (Congress) has the ultimate power to decide what is done with someone or some thing. They are where all laws start and they have the most control over what happens to whom when the laws are first drafted. This is called their ‘discretionary power’. The Executive Branch (the President) is charged with the job of enforcing the laws Congress drafts. Still with me? Good. Now if the Legislative Branch has the power to decide what happens with their laws, then it follows that they also have the power to decide what to do with their power. In the case of immigration law, Congress has granted the President a little bit of their power to decide what to do with certain violators of their laws. Specifically, Congress has delegated...