عبد الله دنون

Lead all legal, regulatory, and governance aspects of major governmental projects to transform Riyadh into a global hub for lifestyle, business, and social development. Oversaw strategic planning, negotiated complex agreements and regulatory compliance, and provided legal counsel to manage projects overseen by RCRC, established by Royal Order as the central authority supervising Riyadh’s governmental initiatives.
▪ Successfully led negotiations for the Riyadh Metro Project, the most extensive one-phase metro development globally ($25 billion), resolving disputes and delays with three global construction consortiums, settling thousands of NCRs, ensuring the project's uninterrupted progression, linking payment to deliverables and settling tens of billions of dollars in claims.
▪ Successfully led negotiations with two global O&M operators of Riyadh Metro, resolving all outstanding claims, and saving billions of Riyals in delay costs.
▪ Successfully led the settlements with the O&M operator, resolving all outstanding claims, and actively participated in the task force assigned to expedite the launching of Riyadh Bus (SR 15 billion), including all legal and contractual requirements regarding service level and terms and conditions, IP rights protection, domain registration, planner applications, crisis management, and stakeholders engagement.
▪ Designed the legal, regulatory, and governance frameworks and strategies for a new entity to own, plan, and manage Riyadh’s public transport operations/assets, securing all necessary regulatory exemptions with government stakeholders.
▪ Established the most significant global non-profit foundation (Riyadh Foundation - SR 1 billion budget for the initial five years), owning and managing government social assets, creating accelerators and incubators and think tanks, aligned with the KSA Vision 2030 and Riyadh's strategic goals.
▪ Participated - as the legal lead of the founding team - in designing the mission, vision, and strategies and achieved all legal, regulatory, and governance milestones for the creation of Riyadh Foundation with the necessary statutory exemptions and incentives, including securing a Royal Order by collaborating with key stakeholders such as the Ministry of Finance, Bureau of Experts, and the Council of Economic and Development Affairs (CEDA).
▪ Directed the Assets Transfer Committee's legal, governance, and regulatory activities, facilitating the seamless transfer of flagship governmental assets to RCRC - in the interim before transferring them under the new non-profit foundation, including King Faisal Specialized Hospital and Research Center (SR 10 billion annual funding), King Khalid Eye Specialized Hospital and Research Center (SR 1 billion annual funding), and King Saud University (SR 7 billion SR annual funding).
▪ I exercised full legal leadership over one of RCRC’s most strategic flagship initiatives, designed to attract a cohort of the world’s top-tier hospitals to Riyadh, including Cleveland Clinic, Mass General Brigham, and UCLA Health.
▪ Successfully led structuring of the legal and regulatory frameworks for Al Qiddiya Express Project (QEX) - a SAR 52 billion landmark initiative and one of the Kingdom’s first pioneering infrastructure and transportation public-private partnership (PPP). The project establishes a critical mobility corridor linking King Salman International Airport and the King Abdullah Financial District with Al Qiddiya City, the Kingdom’s premier entertainment destination.
▪ Oversaw the legal, regulatory, and governance frameworks for establishing Riyadh’s first Medical City (SR 17 billion funding until 2030) and Biotech City (SR 5 billion funding until 2030), designing governance structure, drafting founding laws, internal bylaws and policies, and incentive packages to position these cities as global medical and biotech innovation hubs, including securing approvals from government stakeholders.

PDC holds the distinction of being the owner and exclusive developer of King Abdullah Port (KAP), a ground-breaking SR 15 billion greenfield project and the only privately owned seaport in the region, with the ambition to be one of the largest ten commercial ports globally with an annual handling capacity of 25 million TEUs once fully developed. Oversaw legal and governance matters for PDC and its subsidiaries engaged in marine services, logistics, and RoRo operations. Held responsibility for conducting extensive legal due diligence, negotiating JV and shareholder agreements, and establishing subsidiaries to ensure alignment with PDC’s strategic objectives. Provided ongoing legal counsel on significant transactions and managed legal and governance frameworks for board and committee operations.
▪ Served as General Counsel and company secretary at PDC for eight years, demonstrated exemplary leadership in steering the establishment from scratch and development of KAP, a greenfield project, to be the second largest commercial seaport in KSA and fastest growing port in the world.
▪ Played a leading role in formulating strategic plans for the port, establishing strategic partnerships on both regional and global scales with prominent shipping lines and operators.
▪ Spearheaded the negotiation and execution of a Licensing Agreement with the Economic Cities and Special Zones Authority, defining mutual rights and obligations for KAP development and operations.
▪ Successfully negotiated and finalized four major concession agreements with port operators for container, RoRo, bulk, and marine services, securing optimal operational terms for PDC and increasing ROI by designing a creative revenue-sharing model that entitles PDC to share the growth of revenue with an annual guaranteed fee.
▪ Successfully completed all works associated with forming two subsidiaries under PDC engaged in marine and RoRo services.
▪ Led negotiations with utility providers for KAP's greenfield infrastructure, ensuring the supply of essential utilities (power, water, sewage, etc.) through comprehensive O&M and BOO contracts, with a purchase option to PDC.
▪ Played a pivotal role in securing financing for PDC’s aggressive expansion, overseeing due diligence, and finalizing four facility agreements between 2015 and 2017, totaling SR 4.46 billion, including bridge, Islamic Murabaha, and working capital facilities.

JECC is the owner and exclusive developer of Jazan Economic City, an SR 4 billion real estate development project focusing on industrial, port, and logistic services. Assumed responsibility for providing comprehensive legal support to senior management and the board of Jazan Economic City Company (JECC) while collaborating closely with the executive teams of its subsidiaries. Focused on ensuring alignment with strategic corporate goals and compliance with regulatory requirements and contractual obligations. Contributed to creating a robust legal framework to support JECC’s strategic vision within regulatory and contractual complexities.
Led negotiations with utility infrastructure developers and operators as necessary to ensure supply of essential utilities to JEC tenants and operators through BOO contracts, with a purchase option to JECC. Prepared request for proposal (RFP) documents and played a pivotal role in awarding contracts, reviewing engineering, procurement, and construction (EPC) agreements, and overseeing contractor selection and performance. Addressed greenfield challenges by evaluating supplier capabilities, negotiating favorable contract terms, and drafting concession and utility supply and O&M agreements. Ensured strict compliance with regulatory standards, securing the legal integrity of JECC’s projects. Led all legal works associated with acquiring shares in a company engaged in steel manufacturing.

Provided strategic legal counsel to prominent business groups across Saudi Arabia, the GCC, MENA, and globally. Advised on a wide range of corporate transactions, including capital market requirements, IPOs, secondary raisings, entity incorporation (including SPVs), Islamic financing, private equity transactions, and multijurisdictional M&A.
Played a key role in negotiating, drafting, and amending facility agreements, including Islamic and Murabaha structures, guarantees, pledges, and mortgages. Demonstrated expertise in share and equity acquisition agreements, corporate restructuring, joint ventures, and company formations and liquidations. Ensured clients received comprehensive, tailored legal solutions aligned with their unique strategic goals.
▪ Provided comprehensive legal counsel to Lafarge, the world’s largest cement manufacturer, on an SR 1.2 billion Murabaha Facility Agreement, including drafting critical agreements such as the Facility Agreement, Investment Agency, Share Pledge, and multiple guarantees and assignments.
▪ Advised Al Mal Investment Company on the IPO requirements of Hail Economic City Holding PJSC.
▪ Advised Accenture Group on the acquisition agreement with Al Faisaliah Group in KSA.
▪ Advised Al Kayyan Petrochemicals PJSC on shares private placement.
▪ Advised prominent clients, including DAMAS, Hyundai Heavy Industries, and Novidon, on joint venture agreements, share acquisition agreements, constitutional deed amendments, and litigation matters.
▪ Assisted international businesses such as Aspen Technology Inc. and Qualcomm in establishing new entities and branch offices in Saudi Arabia and the region, ensuring regulatory compliance.
▪ Counseled Clorox on distribution and agency agreements across KSA, Jordan, Lebanon, and the West Bank, ensuring smooth market entry and operations.
▪ Advised foreign investors on acquiring controlling shares in local Saudi enterprises.

Led legal functions of SRMG, a publicly listed media conglomerate in the MENA region, encompassing over 40 subsidiaries. Leadership encompassed transformative initiatives, including high-stakes mergers, acquisitions, and compliance strategies, while driving strategic projects to expand SRMG’s influence in the media sector.
Managed comprehensive legal restructuring efforts across international jurisdictions and successfully executed complex listing requirements and licensing deals with global publishers. Established SRMG's pioneering Board of Trustees, setting new standards for editorial governance in the Arab media industry. Contributions to the Value Creation Office (VCO) supported strategic decision-making and high-impact business growth.
▪ Orchestrated the acquisition of controlling shares in five companies across Saudi Arabia and internationally, expanding SRMG’s market footprint.
▪ Spearheaded legal efforts for listing an SRMG subsidiary, transforming it into a publicly traded company.
▪ Successfully negotiated and executed a high-stakes merger between SRMG’s distribution subsidiary and a local Saudi company.
▪ Led ownership restructuring of subsidiaries in UK and Guernsey to safeguard SRMG’s IP rights and to align with its tax policies and objectives.
▪ Directed the formation of five Limited Liability Companies (LLCs) and a regional office and oversaw the legal restructuring of nine subsidiaries to align with tax and intellectual property protection standards.
▪ Led licensing negotiations for international titles, including Disneyland, Financial Times, and Madame Figaro.
▪ Led negotiations with an international media integrator and successfully concluded an agreement to establish and operate SRMG’s first digital platform facility and TV studios in Riyadh and London.

Ayla is the largest real estate development project in Jordan

My responsibilities in Ayla included:
- Drafting and revising internal work policies and bylaws to ensure alignment with legal requirements and industry standards.
- Overseeing operations and management activities, offering legal counsel to senior management on all relevant legal matters.
- Serving as the company's representative in dealings with both governmental and private entities.
- Providing legal support to management and assisting in achieving board objectives.
- Conducting negotiations and reviewing a spectrum of corporate agreements, deeds, correspondences, Requests for Proposals (RFPs), tender documents, and other relevant documentation.
- Managing operations in Aqaba and providing regular reports to the board detailing work progress and key developments.

My responsibilities included:

- Assessing existing economic laws and regulations, formulating, and proposing necessary amendments to enhance the overall performance of the local business community.
- Serving as the representative of the Jordan private sector in governmental legislative committees and initiatives responsible for promulgating and amending commercial and economic laws and regulations.
- Acting as the ambassador for the Jordan private sector in several international and national economic forums and economic exhibitions.
- Representing the Jordan private sector in international, regional, and national economic initiatives aimed at attracting foreign investments and improving the business environment in Jordan.
- Coordinating and presenting business proposals to international donors to secure funding for the Chamber's projects.
- Collaborating with national and international business development associations and other chambers of commerce to promote local business and economic performance and strengthen economic ties.
- Organizing commercial exhibitions and fairs to promote and market local business enterprises.
- Engaging with prospective expatriate investors, addressing their inquiries regarding investment incentives in the Aqaba Special Economic Zone.
- Assisting the local business community in understanding and benefiting from incentives provided by all free trade agreements, including WTO, WIPO, QIZ, Special Economic Zones, and Free Zones, of which Jordan is a member.
- Executing trade agreements with foreign and national business entities to facilitate business interactions and create a streamlined business environment in Aqaba.
- Overseeing the day-to-day operations and services of the Aqaba Chamber of Commerce.
- Publishing business bulletins and publications in both Arabic and English under the Chamber's name to keep the local business community updated on the latest economic progress and initiatives.
- Providing the Jordanian government with statistics, studies, and recommendations related to the local economic performance.

In 1999, during my tenure as a senior consultant at E&Y, I undertook the task of establishing a new in-house department dedicated to delivering corporate and legal advisory services to E&Y's extensive client base in the Arab region and globally. Overcoming this challenge, I successfully developed a comprehensive set of templates covering every facet of our interactions, beginning with initial letters of invitations to clients expressing interest in our advisory services, Non-Disclosure Agreements (NDAs), Letters of Intent (LoIs), and extending to the intricate documentation of business agreements and constitutional deeds for various types of corporate entities. These templates were meticulously crafted in both Arabic and English to ensure seamless communication and alignment with diverse linguistic requirements.

As our reputation grew, an escalating number of regional and local clients recognized the inherent value in our services, leading to an increased reliance on our expertise. Our service portfolio evolved from initially focusing on company formation and legal translations to encompass a broader spectrum. We expanded our capabilities to include hosting offshore and exempt companies, providing company secretary services, actively participating in and overseeing board and general assembly meetings, and undertaking responsibilities for the registration of trademarks and patents. This expansion reflected our commitment to meeting the diverse and expanding needs of our clients.

Our service offerings encompassed the establishment of various legal business entities in Bahrain and other GCC countries. Additionally, we provided comprehensive guidance to our clients on a wide array of legal and business requirements. This included expert counsel on matters related to employment, taxation, customs, and various regulatory issues. Our commitment was to offer holistic support to our clients, ensuring their compliance with diverse legal and business intricacies across the region.

I routinely received requests to represent clients in business negotiations and to meticulously review, draft, and finalize agreements on their behalf. My role in these capacities was crucial in ensuring the optimal representation of client interests and the successful execution of various business transactions.

Our services also encompassed:
- Crafting a diverse range of agreements with a keen focus on safeguarding clients' interests.
- Offering comprehensive advisory services to clients on various business transactions and concerns.
- Drafting internal company bylaws to ensure compliance with applicable laws and regulations.
- Engaging with foreign investors in meetings, providing detailed briefings on investment incentives applicable in Bahrain and other GCC countries, and guiding them through the process of establishing new businesses.
- Overseeing the registration and protection of intellectual property rights.
- Managing the entire process of company formation, as well as handling liquidation procedures when required.
- Representing clients in litigation and arbitration proceedings to resolve legal disputes efficiently and effectively.

My responsibilities included:
- Managing daily operational responsibilities for eight law offices across the Arab region and managing relationships with key clients.
- Registering and overseeing the maintenance of intellectual property rights.
- Participating in board and general assembly meetings, offering necessary legal support.
- Engaging with potential investors, delivering comprehensive information for the initiation of their businesses in Jordan and other Arab countries.
- Providing counsel to national and international clients on diverse business matters, including company establishment, labor law, joint ventures, mergers and acquisitions, and more.
- Conducting negotiations, as well as drafting and reviewing a variety of agreements.
- Preparing and revising memorandums and articles of associations.
- Offering advisory services to clients regarding international economic and free trade agreements such as WTO, WIPO, QIZ, and Special Economic Zones.
- Providing guidance on customs, taxation, and company law matters.
- Conducting legal studies and in-depth research.
- Overseeing company restructuring processes and liquidations.
- Resolving disputes through litigation and arbitration.

My responsibilities included:
- Compiling and presenting comprehensive management reports.
- Creating and reviewing balance statements, cheque books, and savings boxes.
- Drafting and scrutinizing client certificates for accuracy and compliance.
- Facilitating the process of opening bank accounts for clients.
- Managing various other banking services to meet client needs.