General Counsel and Company Secretary
Ports Development Company CJSC
مجموع سنوات الخبرة :26 years, 11 أشهر
Ports Development Company (PDC) is the exclusive master developer and operator of King Abdullah Port (KAP), the newest and only privately owned and operated seaport in KSA \[a SR 10B project\]. PDC is a JV between Huta Marine Works Ltd., one of the largest marine construction companies in the MENA region, and Emaar (the economic city), the owner and master developer of King Abdullah Economic City.
KAP is designed to be one of the largest ten commercial seaports worldwide, with an annual container handling capacity of 25M TEUs by 2030. PDC is the majority shareholder of a number of subsidiaries, who run diversified port-related businesses, including marine services, logistics and RoRo terminals operations. My engagement pertaining such subsidiaries starts with the early negotiations on the JV terms, modeling the business structure for securing ultimate protection to PDC’s interests and control over the board and GA, reviewing and drafting the shareholders agreements, forming the corporate entity and obtaining licenses. I also engage in the assessment and authorization process of all major transactions of the respective subsidiaries from PDC’s side.
Besides my responsibilities as the General Counsel of PDC, and as the Company Secretary, I am further responsible for guiding the business of the board, board committees and GAs of PDC and its subsidiaries.
My responsibilities expand to ensure compliance of PDC’s operations with our overall regulatory and contractual covenants.
The contractual relations of PDC with all KAP stakeholders, including the regulatory and licensing bodies, KAP operators (concessionaires), main contractors (EPC contractors) and sub-contractors, utilities providers, and KAP users and customers, is also my main concern and mandate. This requires me being on top of every development to be able to assist the decision takers of PDC reach accurate conclusions.
I regularly attend to and contribute in the discussions of the board and board committees, especially the Executive Committee of PDC, where strategic goals and alliances are determined.
Negotiating, drafting and reviewing agreements and correspondences to ensure the best security to PDC’s interests and full compliance with the overall strategies and objectives of the company is one of my major daily tasks.
During the past few years, PDC had to enter into a Licensing Agreement with the Economic Cities Authority \[the licensing and regulating government agency of all economic activities within the economic cities in KSA\]. This agreement regulates the mutual rights and obligations of the parties in terms of the port development and operations. In addition, PDC executed four main concession agreements with international operators as relevant to operate the container terminal, RoRo terminal, bulk terminal and to provide the marine services at KAP. In addition, and as a greenfield project, PDC had to enter into contractual arrangements with utilities providers as necessary for procuring utilities (water, sewage, IT) to KAP operators. I led the negotiations with the counterparties and drafting of all relevant agreements and documentation.
PDC undergoes an aggressive expansion and development phase. As necessary to secure financing, PDC executed four facility agreements during the years 2015 to 2017 \[a SR 580M Bridge Facility Agreement, 1B Bridge Facility Agreement, a SR 2.7B Murabaha Facility Agreement (Islamic Financing), and a SR 150M Working Capital Facility\]. I led from PDC’s side on the due diligence exercise required by the lenders, selection and engagement of advisors, negotiating the financing terms and conditions, reviewing facility and securities agreements and documents, and satisfying all conditions precedent and subsequent.
Jazan Economic City Company (JECC) \[a SR 4B project\] is the exclusive master developer of the economic city in Jazan. JECC is the parent company of three key enterprises engaged in a diversified spectrum of businesses, including real estate development and constructions, port management and operations and steel manufacturing.
My responsibilities encompassed providing the necessary legal support to the management and the board of JEC together with the subsidiaries to ensure compliance of the group's operations and contractual covenants with the mandatory governance directives and other regulatory requirements.
JEC is mainly a real estate project with a port facility. Therefore, preparing RFP documents, awarding EPC contracts, engaging construction companies, and supervising contractors’ performance took a major part of my attention during these years.
JEC is a greenfield project, all utilities and services had to be procured by JEC, whether by itself or through third party suppliers and utility providers. Assessing suppliers’ capabilities, negotiating contract terms and mutual rights and obligations, drafting concession and utility supply agreements, and monitoring compliance with such agreements, all were under my mandate.
DLA Piper is the larget Law firm in the whole world with more than 3500 lawyers and 67 offices in 30 countries.
I was the leader and orchestrator of the whole corporate law services rendered by DLA to its local and international clients in or related to KSA (encompassing capital market-public capital raisings and institutional raisings (IPOs), dual listings and secondary raisings, incorporation of business entities including foreign companies and branches, private equity/venture capital, multijurisdictional mergers and acquisitions, private placement, corporate restructuring and diversified business advisory services).
Considerable experience in drafting all types of Facility Agreements, Guaranties (personal and corporate), pledges and mortgages, corporate and business agreements including Share and Equity Acquisition Agreements, Merger Agreements, Contracting, Investment Agreements, License, Fund Management, Supply and Integrate, Share and Assets Acquisition.
Since I joined DLA Piper/Riyadh, as the Legal Director and the head of corporate, I have been entrusted to advise the most successful business groups in KSA and the whole Arab region on diversified legal transactions, including but not limited to the following:
• Advising Lafarge (the largest cement manufacturer in the world) in terms of a SAR 1.2 billion Facility (loan) Agreement with a number of local banks (Murabaha Facility Agreement, Definitions, Investment Agency, Share Pledge, Pledge and Assignment over Accounts, First Ranking Assignment on Insurance Proceeds, Personal Guarantee and Autonomous Guarantee).
• Advising a number of key clients (DAMAS, Hyundai Heavy Industries, Novidon) on JV Agreements, Shares Acquisition Agreements and amending the constitutional deeds of the companies, and providing litigation services.
• Advising Al Mal Investment Company (Al Khurafi Group-Kuwait) in terms of the IPO requirements of the Hail Economic City Holding PJSC (under formation). Hail Economic City is one of the promising real estate development enterprises in KSA.
• Advising Al Kayyan Petrochemicals PJSC concerning shares private placement.
• Advising Accenture Group in terms of the Acquisition Agreement with Al Faisalia Group in KSA.
• Advising CNBC Arabia in terms of serious changes on the Saudi management.
• Advising Bin Laden Co. concerning the Formula/car racing business and legal requirements, including drafting the Coach, Mechanics, Drivers and Sponsorship Agreements. This business entailed significant legal work concerning funding arrangements and loan agreements with local banks and investors.
• Advising a number of international and regional business groups pertaining establishing new business entities in Saudi, i.e. advising Aspen Technology Inc. and Qualcomm in terms of establishing their Branch office in KSA.
• Advising a number of foreign investors concerning acquiring controlling stakes in local Saudi enterprises.
• Advising Clorox on its distribution/agency business in KSA, Jordan, Lebanon and West Bank.
• Advising a number of business groups concerning real estate development projects funds in KSA, i.e. Argan and Rasmala.
• Conducting/leading detailed legal due diligence for a significant number of business opportunities in KSA, i.e. Roth Capital, Accenture, Koala Int.
As the CLO of the Saudi Research and Marketing Group (SRMG), the largest driving force of media industry in the MENA region, I was responsible for the legal performance of SRMG, together with more than 40 subsidiaries operating all over the world.
In addition to the above, my responsibilities included conducting detailed legal due diligence and advising on all the business opportunities that the company is considering.
During the financial years 2007/2008, I successfully managed acquiring controlling shares in six companies inside and outside of KSA. In addition, I led the complicated process relating to the merger between one of our subsidiaries and another local Saudi company. One of our subsidiaries was converted in 2007 into a public joint stock company.
SRMG decided to go aggressive in visual media. I led and arranged for all legal, regulatory and contractual arrangements to establish our first SRMG TV Studios in both Riyadh and London, together with our first digital platform facility.
SRMG was a party of so many JV agreements with local and regional business leaders (i.e. STC, Dubai Holding, Saudi Post, Saudi Airlines, Abu Dhabi Investment Group, MediaPro, ADMC, HSBC) as necessary to serve the overall business expansion strategies of the company. All legal supporting services necessary for facilitating such ventures, starting from day one negotiations until final partnership agreements sign off, were managed by me.
In 2007, nine of our UK and Guernsey based companies were due for ownership restructuring, the ownership restructuring was perfectly performed to better serve our IP rights protection objectives and to meet with the group tax policies.
Company formation was one of our success stories during the financial years 2007/2008. Five LLCs that are owned by SRMG, together with one regional office were completely incorporated under different legal regimes. On the other hand, two companies were liquidated as a result of their unsatisfactory financial performance.
Saudi Specialized Publishing Company (SSPC) \[one of SERMG subsidiaries\] went aggressively into acquiring license rights over international magazines. Negotiations, together with drafting and reviewing license agreements, are managed by me. SSPC was licensed by Disney Land, Madame Figaro, Domus, Financial Times, Harvard Annual Book Review, and many other distinguished international titles.
In addition to the above, I was a member of the Value Creation Office (VCO), which is headed by the CEO of the group. The VCO is authorized to review all business opportunities from business synergy, legal and financial prospective before giving the go/no-go decision.
SRMG established a Board of Trustees consisting of five non-executive members. SRMG Board of Trustees was vested the authorities to determine the editorial ethics and traditions of the whole publications of the group and to evaluate editors’ compliance with such ethics and traditions. SRMG Board of Trustees is the first in kind in the whole media industry in Arab Countries.
SRMG Board of Trustees was my own creative legal solution. We have benchmarked the Times, The Guardian and the Economist.
The activities of the Board of Trustees are governed by the UK laws, the matter that required a continuous legal support to the meetings and business of the Board, and therefore I was appointed as the first Trustee Secretary.
Working for SRMG was a great opportunity to enhance my comprehensive corporate law talents and solutions and to learn much about media industry.
- To draft and execute all the interim work policies and bylaws,
- To supervise and to monitor the management performance taking into consideration Ayla objectives and internal policies,
- To represent the company before the government and any other third parties,
- To guide Ayla legal and administrative operations,
- To handle the in-house legal support to the company operations and to decide on the company legal polices and formalities,
- To recruit competent employees and experts as fall pursuant for the company needs, and
- To manage Aqaba operations and to report to the board concerning all work progresses.
-To manage the day-to-day operations and activities handled by the Chamber,
-To co-ordinate with national and international business development organizations and other business associations in order to develop the performence of the local business community,
-To promote the local business activities,
-To convene siminars, workshops, training courses and presentations in order to upgrade the the local business community awareness and practice,
-To perform business development projects,
-To communicate with international donors, provide them with our proposals for achieving grants in order to finance the growing objectives of the chamber, and thence to perform the tasks and objectives in a very timely and satisfactory manner as described in the Grant Agreement,
-To gather and circulate updated market information,
-To issue business bulletins and publications in both Arabic and English in order to updated the local community with the latest economic progresses,
-To provide government bodies with legal studies related to the economic environment, and to provide them with our remarks on the Business Laws Amendment Projects,
-To attend Board of Directors meetings, maintain the legal requirements for the meeting, provide the members with the legal and technical advisory back up,
-To meet with national and expatriate business and formal delegations, answer their queries, provide them with a complete roadmap for starting up new businesses in Aqaba and brief them with the investment incentives available,
-To represent the Chamber before national and international business and economic events, and
-To conduct all kinds of researches and studies.
Our services comprised establishing all types of legal business entities in Bahrain and other GCC countries. In addition, we guided our clients with the best legal practices in terms of employment, taxation, customs and other regulatory issues.
I was regularly requested to represent clients in business negotiations and to review, draft and conclude agreements.
Our services also encompassed:
- Drafting all types of agreements considering clients' basic interests.
- Advising clients on all business areas and concerns.
- Drafting internal company bylaws in compliance with the applicable laws.
- Meeting with foreign investors, briefing them with the investment incentives applicable in Bahrain and other GCC countries and guiding them through for starting up new businesses.
- Intellectual property rights registration and protection.
- Company formation and liquidation.
- Litigation and arbitration.
- Handling daily management tasks related to eight law offices within the Arab reign.
- Registering and maintaining intellectual property rights.
- Attending board and GA meetings and providing legal support.
- Meeting with prospective investors and presenting to them all information they need for starting up their businesses in Jordan and other Arab countries.
- Providing national and international clients with legal advises and guidance.
- Negotiating, drafting and reviewing agreements.
- Drafting and amending memorandums and articles of associations.
- Providing clients with advisory services related to international economic and free trade agreements \[WTO, WIPO, QIZ and Special Economic Zones\].
- Advisory services relating to customs, taxation and company law.
- Conducting legal studies and researches.
- Company formation and liquidation.
- Disputes resolution, litigation and arbitration.
- Providing management reports.
- Balance Statements, Cheque Books and Saving Boxes.
- Drafting and reviewing client’s certificates.
- Opening bank accounts.
- Other bank services.
My Masters degree was in Business and Economic Laws. I achieved excellence rating 3.6 out of 4. My thesis, addressed "Legal Aspects of the Debit Current Account", got the highest marks and the best evaluation results for the year.