Vice President - Legal Counsel and Board Secertary
Dubai Financial Market
Total years of experience :26 years, 2 Months
Vice President, Legal & Compliance Counsel
Reporting to CEO, Business Line Directors and the General Counsel
Key Responsibilities:
Legal: Responsible to all legal matters related to SHUAA’s Capital Markets division; including but not limited to advising on Equity and Bonds Credit Leverage, Raising Capital, Note (secured & non-secured), Funding, Equity transactions (private and public equity transaction), Structure Products, trading as Principal or Agent, Market Making, Liquidity Provision, GMSLA, ISDA and GMRA agreements, Escrow Agreements, and Security Agent Agreements.
Also providing day to day advises to Operations, Accounts and Regulatory Licensing. Additional to that, I’m also responsible for managing the legal aspects of SHUAA’s brokerage arm within UAE, Amman and Cairo, which involves dealing and advising in various legal models, jurisdictions and regulators.
Compliance: Licensed Compliance Manager by SCA for SHUAA Securities LLC UAE (from April 2015 - present). The compliance function exposed to SCA and UAE local markets, DFSA, and EFSA (Egypt).
My role involves full compliance with the applicable corporate governance rules and best practice, in terms of transparency, integrity, authority’s delegation, board and committee formation and meetings, related parties’ transactions, conflict of interests and etc.
Achievements:
•Working very close with senior management and providing prompt sound advises on legal and regulatory matters related to strategic decisions, in particular:
-Merger and Acquisition (Due Diligence, SPAs, shareholders agreements, POAs, resolutions),
-Raising Capital (IPOs, Private Equity, Buyout, Funding, Leverage, Note and Debts)
-Corporate structures, PJSC, LLCs, Ltd’s LP’s (including establishment of Offshore and Onshore SPVs)
-Diversified investment portfolios on several segment; such equity and real estate,
-Investment transactions (either for Clients or Properties),
-Escrow and Security Agent agreements,
-Lunching or creating new investment products
-Securities Lending and Borrowing.
-Regional equity market making and liquidity provision (UAE, Bahrain and KSA)
-License SHUAA’s DFSA subsidiary as a Foreign Market Maker and Liquidity providers with DFM and ADX,
-Licensed SHUAA for Research and Financial Advisory, Managing IPO’s, Financial products Promotion & Introduction, and Investment Management under SCA,
-Managed to suspend and reactivate SHUAA Securities S.A.E (Cairo).
-Suspend and reactivate the Brokerage license of SHUAA Securities LLC (UAE), with SCA, ADX and DFM,
-Establishment and licensing local and foreign Funds under SCA rules and regulations,
-Cancel Asia Broker Company license under the Jordanian Securities and Commodity and restructure its capital to the minimum.
•Successfully reviewed and developed the standard contractual forms and applications for SHUAA and its brokerage arm, including Account Opening Forms
(Non-discretionary and Discretionary)
•Successfully managed many civil, commercial, criminal and arbitration cases filed by/or against SHUAA and its subsidiaries in the UAE, Egypt and Amman. The most recent achievement was winning an arbitration case worth U$D 6M and ratified by the Dubai Courts, in relation to a sophisticated and complex investment transaction executed/filed by SHUAA back in 2008;
Successfully managed, to the best of the companies’ interest, civil, commercial, criminal (Forgery) cases and other arbitration disputes vary from approximately U$D 55K: 7M, in the UAE, Cairo, Amman, Kuwait and KSA;
•Negotiated and successfully concluded many settlement agreements related to facility and securities transactions (average U$D 7 Million);
Head of Legal and Compliance (in charge) Gulf Finance Corporation PSC (For one year): Appointed as an advisor for GFC, a main operating subsidiary of SHUAA, to provide practical sound advises for its Counsel and Senior Management on collection and litigation matters.
Al-Ramz Securities
Abu Dhabi, UAE.
Al Ramz Securities, established as a Limited Liability Company (LLC) in 1998, with headquartered in Abu Dhabi, more than 50 employees at six branches over UEA and AED 125.000.000 paid up capital.
Achievements:
Agreements and Contracts: i) Account Opining Form, ii) E-Trading agreement, iii) Web site terms and conditions, xi) NASDAQ Dubai Trading Agreement, x) share assignment Form ix) Routing agreement Form, xii) Confidentiality Agreement
Successfully Licence and Registered Al Ramz as a recognized member in Dubai Financial Securities Authority (DFSA) and NASDQ Dubai
Assisting the incorporation of Al Ramz Capital LLP, (CAT3), as an offshore company under the jurisdiction of Dubai International Financial Centre (DIFC),
Assisting the incorporation, licence and register of Cham Capital Company LLC in Syria under the jurisdiction of Syrian Commission on Financial Markets & Securities (SCFMS),
Assist and organized Al-Ramz Islamic division
Legally manage Merger between Al Ramz & the National Financial Brokerage
Key Responsibilities:
Reporting to CEO/Board of Director
1. Legal Counsel (Head of Legal Division):
Compiling comprehensive legal advices on business best practices as required
Drafting diverse legal contracts and Agreements; i.e. employment, non competition, Confidentiality, MOU's …etc. with multinational companies (Credit Suisse, Merrill lynch, Goldman Sachs…etc.
Litigation, arbitration and liaison work with external law firms
Attending business meetings where as required
Co. Secretary; work on preparation of regular Board and General Meetings minutes, agenda and resolution.
Al Masaood Associates for Advocates & Legal Consultancy Law Firm
Abu Dhabi, United Arab Emirates.
Al Masaood Associates; established in 2002 as a separate entities belongs to Al Masaood Group to carry out legal functions for Al Masaood Group, Al Khazna Insurance (PJSC) and to provide other legal services to other clients. A firm employing more than 20 professional lawyers and consultants
Achievements:
• Provide a mutually agreed form of contract for the Renault car agency partnership
• Improved company secretary performance of Al Khazna’s; by conducting preparations of regular Board and General Meetings, formulate the MoM’s, agenda and resolutions,
• Manage, file and follow up more than 30 case related to Al Masaood Car Finance Department.
Key Responsibilities: Reporting to CEO and COO
• Carrying out legal periodical classification for outstanding and bad debts at the credit Facilities Department
• Providing legal and commercial advice to find early legal solution
• Drafting and analyzing legal memorandums, agreements, contracts and MoU’s
• Manage, Filing, and following up more than 30 cases till obtaining of the final court order, execution stages and collection
Lawyer and legal Consultant Law Firm, owned by Mr. Ahmed Salim Bassyone; Higher Constitutional Court certified lawyer and Head of Al Buhaira lawyer syndicate bar, with excellent experience and reputation in proceedings and criminal cases.
Key Responsibilities:
• Litigation in Court of First instance
• Writing and analyzing legal memorandums
• Filing, moving and following up the suits till execution stages
It was no more than one year to lead this office in Civil cases, company contracts and consultant, specially it was only criminal cases there.
Legal Consultants & Law Farm owned by Mr. Attia Shaalan; a Higher Constitutional Court Certified Lawyer, previous head of Lawyer Syndicate. His office looks like a practical law school/workshop and more than 3000 of the licensed lawyers in Al Buhaira state are executed there training period in his office.
Key Responsibilities:
• Litigation in Court of Summary Jurisdiction
• Filing cases, documents and cases preparations
• Civil affairs and real state registration
• Cases of misdemeanours and country security
This workshop was in two days, to understand the Dubai International Financial Center rules& regulations, the financial regulators, business model, conduct of business investment and operating in the DIFC.
To occur this LLM in Private Law, I had to pass two Diploma examination in Law. The first one in Economic and Public finance (2001 with good rating ) which was includes Public Finance Law, International Economic Relation, Exchanging Market Law, The Classic Economic Theory and Income Public Tax Law. The second Diploma was in Private Law (2003 with pass rating ) which was includes Commercial Law, Civil Law, Islamic Law, Pleading Law and Jurisprudence. Both of them required preparations paper in one of there law subjects, the first paper was for the Economic Diploma under title "Multinational Companies& Growth Countries Capacity" and "Exchange Market & Globalization" and the second paper was for the Private Law Diploma under title "Merger & Companies Corporation