Group Legal Manager
Bank Audi
Total years of experience :20 years, 3 Months
▪ CORPORATE / M&A
Lead a team of in-house and external lawyers, advised on, supervised and coordinated with all concerned parties, as and where required, for the structuring, drafting and review of all transaction documents (NDAs, LOIs, MOUs, NBOs, legal due diligence exercise, Binding Offers, Share Purchase Agreements, Business Transfer Agreements, Shareholders Agreements, Shareholders’ loan and corporate documents) in connection with the below Corporate/M&A transactions:
- Acquisitions of banks and financial entities and bidding for acquisitions/sales of banks or business assets (especially deals related to divestment by International Banks from MENA / Turkey, Egypt and Lebanon)
Recent deals:
sale of Bank Audi's fully-owned subsidiary in Egypt to First Abu Dhabi Bank.
sale of assets and liabilities of Audi branches in Iraq and Jordan to Capital Bank
acquisition in Egypt of the assets and liabilities of a Greek Bank (aborted as a major CP was not met by the longstop date)
- Carve out and sale by Bank Audi of its electronic payments and card services
- Disposal by Bank Audi of 81% of its shares in LIA Insurance to a Moroccan group,
with an option to dispose of the remaining 19% (exercised few years later)
- Incorporation of a subsidiary of Bank Audi in Turkey as a result of which Bank Audi obtained the first license granted to a foreign bank in 12 years (2011-2012)
- Restructuring of private banking entities within the Audi Group in Europe
- Solvent winding-up and liquidation of Bank Audi’s affiliate in Monaco
- Incorporation and liquidation of foreign off-shore holding entities
- Equity package of an investment (with a member of the World Bank Group) in the holding of an Iraqi power company
▪ CAPITAL MARKETS: legal advisor on Capital Markets matters
In charge of the implementation of the CMA regulations (Represented Bank Audi Legal in the discussions with the regulator and members of the Lebanese Banks Association around regulatory matters related to Capital Markets).
- Bidding (to the CMA) and advising on the structuring of the partnership (JV) with the Athens Stock Exchange Group for the setup of an Electronic Trading Platform for Lebanon for listing, trading and investing in all types of financial instruments, currencies and precious metals (in order to attract the necessary liquidity for the growth of various economic sectors and ensure funding of SMEs)
- In charge of setting up new legal documents and updating existing ones in line with CMA Law of 2011 and its implementing regulations
- Advised on the shareholding structure and the issuance of securities by Bank Audi SAL and its affiliates (Capital increase, issuance and sale of structured products)
- Reviewed and negotiated legal agreements with: rating agencies, trading platforms, custodians, financial institutions (including in relation to the implementation of foreign regulations such as Dodd Franck; EMIR; FATCA)
▪ INSTITUTIONAL LENDING
- Reviewed and negotiated subordinated loan agreement with the International Finance Corporation (IFC)
- Reviewed framework agreements related to the capital increase of the Turkish subsidiary through the participation of the IFC, IFC FIG Fund and the EBRD to the capital
▪ PRIVATE EQUITY: Drafted and reviewed documentation related to the incorporation of Private Equity funds subsidized by the Central Bank of Lebanon (PPM, Articles of Association, Fund Management Agreement, Investment subscription agreement, bridge loan agreement, shareholders’ agreement, credit facility agreement)
▪ INVESTMENT BANKING: Provided Legal Support for the investment banking team
▪ INSURANCE: Handles any insurance related issue
▪ MISCELLANEOUS LEGAL ADVISORY:
- Human Resources: advised on and drafted Executives’ employment agreements
- Consultancy Agreements with foreign consultancy firms
- Advising and reviewing IT Agreements
- Acting as In-house for Foreign Subsidiaries
Drafting and negotiation of investment and sub-investment management agreements, distribution and private placement agreements with the largest financial institutions in the MENA region and Europe (central banks, investment authorities, and institutional investors)
Advising on regulatory and contractual aspects of overseas expansion, assistance with M&A transactions, setting up new subsidiaries and branches, drafting MOUs and joint-venture, share purchase and shareholders’ agreements
Advising on a wide range of other matters: IT contracts, referral agreements, marketing documentation, cross-border placement of funds, and asset management regulation
Setting up financial operations and funds in France and abroad, registration of funds abroad, legal review of financial products, and structuring of CDOs
Drafting investment management agreements, distribution agreements, referral agreements, confidentiality letters, disclaimers, legal opinions, and memoranda
Company law and international business law matters
Drafting legal memoranda and international agreements
Drafting and verification of term sheets and confirmations (options and swaps) and pricing supplements (EMTN) using ISDA standards
Drafting and negotiation of master agreements (ISDA and French standards)
Drafting of client correspondence, legal memoranda and contracts
Dispute resolution and litigation preparation
Reviewing Central Bank of Lebanon oversight of Lebanese financial institutions
Masters in Thesis: Financial crimes and anti-money laundering regulations
Thesis: Franchising in Lebanon: legal framework and economic opportunities