Senior Manager- Legislation, Regulation & Policy
Central Bank of the UAE
Total years of experience :21 years, 11 Months
• Provide legal guidance and advice on legislations, regulations, and policies across a wide range of Central Banking core services including: prudential/supervision, licensing, resolution, enforcement, payment systems, monetary policy, financial intelligence (AMLCFT), market conduct, and financial stability
• Stay up to date on latest developments related to relevant financial services regulations/legislation impacting the Central Bank
• Assign the right resources from the department (counsels and associate counsels) to tasks to ensure the smooth running of all the deliverables of the department
• Directly lead the legal support for sensitive legislation, regulation, or policy review (e.g., review of sensitive national legislation)
• Manage stakeholders within scope of work including BUs and external lawyers
• Approve the work of external law firms when legal work is outsourced
• Review team’s output and provide quality assurance
• Manage and improve productivity of internal team
• Draft regulatory text for rules and regulations that address the specific requirements of CBUAE.
• Perform any other duties within the scope of the role
The key governance point of contact for all Board and Committee members.
Exposure in advising and assisting in establishing the First CCP Company in UAE; advising on Banking and Finance and general Corporate and commercial law.
Expert skills in resolving legal problems by implementing effective legal strategies & planning; complete understanding of updated regulations, policies & laws of Legal & compliance. Leverage skills in giving accurate and timely counsel to executives in a variety of legal topics; collaborating with management to devise efficient defence strategies and specifying internal governance policies and regularly monitoring compliance
KIA is the sovereign wealth fund of Kuwait, created as an autonomous government body to manage the assets of the country. http://www.kia.gov.kw/en/
- My role as a Legal counsel at Kuwait Investment Authority, supporting KIA’s departments by reviewing and scrutinizing various legal documents and rendering advices. Rendering advices to senior management on certain strategic issues.
- Following up litigation for and against KIA outside Kuwait in collaboration with International Law Firms.
- Advised and assisted in negotiating and drafting of agreements such as Joint Venture Agreements, Share Purchase Agreements, Shareholders’ Agreements, Share Subscription Agreements, Business Transfer Agreements, Employment Agreements, Trust Deeds, Non-Disclosure and Confidentiality Agreements, Marketing and Distribution Agreements, Agency Agreements, Dealership Agreements, Escrow Agreements, Loan Agreements (domestic and international loans); Incorporation of companies (private and public), drafted Articles and Memorandum of Association, drafted and reviewed opinions required to be issued under the International Swaps and Derivatives Association (ISDA) Master Agreements.
- Conducted due diligence on companies in varied industries/ businesses including the manufacturing sector and prepared reports; assisted in advising and structuring of investments for regulatory compliance; Assisted in liaising with regulatory authorities to obtain necessary approvals on behalf of KIA.
- With respect to foreign exchange management law, I have worked on opinions on various aspects of foreign exchange management in respect of acquisitions and takeovers. (including several personal meetings with the senior officials of the KIA) and the Foreign Investment Promotion Board on behalf of various clients. Prepared knowhow notes on various disclosures to be made under the Listing Agreement, Takeover Code (Prohibition of Insider Trading).
- Banking and Finance: Advised clients (whether Lender or Borrower on domestic rupee loans and external commercial borrowings) on various aspects including stamp duty laws and limited aspects of income-tax law/compliance issues arising out of loan transactions (foreign currency) and have drafted and reviewed the related loan documentation. Drafted and advised on the security documentation involved in transactions of raising secured debt.
- Prepared opinions and notes on the regulatory aspects of significant banking regulations in Kuwait including the Banking Regulation. Conducted research and drafting opinions relating to non-banking financial companies in light of the guidelines and prudential norms prescribed by the General Reserve Fund of Kuwait in this regard. Headed transactions involving the acquisition of shares of existing non-banking financial companies (NBFCs) on behalf of KIA (acquirers).
- Securities law: Worked on capital market transactions such as IPOs / Offer for Sale/ FCCB/ ADR/ GDR / CARS/ QIP/ Sponsored ADS Issues, preferential issues of shares and rights issues of Kuwait companies. I have drafted and reviewed Term Sheets, Mandate Letters, Share Pledge Agreements, Security Trustee Agreements, Deeds of Guarantee, Deeds of Hypothecation; Conducted due diligences, participated in drafting sessions, drafted relevant portions of the offer documents. Rendered advice on relevant issues under several regulations/guidelines.
- Litigation: Handled litigation matters, predominantly, the following (i) Civil suits at the Foreign High Courts (ii) Recovery suits at the Debts Recovery Tribunal, (iii) Property related suits at the Small Causes Court, London. Drafted pleadings and documentation in relation to the above including Writ Petitions, Appeals, Affidavits in support of Applications and briefing Senior Counsel/s Counsels in the High Court, City Civil Court, Small Causes Court.
- Drafted and reviewed loan (LMA) documentation including Murabaha (Islamic finance) documentation;
- Advised Ryada Capital and the topmost bank in Kuwait (National Bank of Kuwait) on bonds issued by a Kuwaiti shareholding company and drafted amendment documentation under two transactions with respect to restructuring of debt;
- Drafted and reviewed security documentation including securities pledge agreements, assignment agreements under the laws of Kuwait;
- Conducted due diligence on shares held by Kuwaiti companies and preparing reports thereon;
- Advised Ryada Capital and foreign clients on setting up joint ventures in Kuwait, including advice on the legal and practical aspects of doing business in Kuwait, within the ambit of the foreign investment laws, commercial companies’ laws;
- Represented established and reputed international investment banks on the marketing and registration of various investment funds in Kuwait;
- Advised Ryada Capital and a leading bank in Kuwait (Commercial Bank of Kuwait) on litigation initiated in Saudi Arabia -preparing case papers including legal points for consideration, for disputes relating to documentary credits (letters of credits, bills of exchange);
- Advised a leading investment company of the Middle East on private equity transactions and structuring advise based on commercial companies’ laws of Kuwait;
- Advised Ryada Capital and international banks on the legal requirements of Kuwaiti banking laws, under the regulatory authority of the Central Bank of Kuwait; and
- Established a special purpose vehicle in Cayman Islands for an investment company in Kuwait.
o legal due diligence review on the corporate and legal records of companies including assessing whether their operations/ past transactions are in breach of any laws, highlighting material issues and discrepancies which may potentially affect the proposed transactions, providing possible legal and commercial solutions to such material issues and/or discrepancies and ensuring that the legal due diligence reports/ findings are delivered within the targeted timeline;
o ensuring that the every aspect of each transaction is in compliance with the relevant laws/ guidelines of the relevant governmental entities, including Ministry of Commerce and Industry;
o liasing with the relevant governmental bodies to make specific enquiries pertaining to aspects of the transaction which were not covered by the law (it is common in Kuwait that cases such as these are dealt with on case to case basis);
o provision of general legal advise pertaining to the transactions, including but not limited to written legal opinion.
• Incorporation and conversion of Kuwaiti entities, including but not limited to incorporating branches of foreign banks, branches of foreign investment companies (under the Foreign Investment Law), limited liability companies, joint stock companies, agencies and sole proprietorship, providing general advise to foreign parties regarding doing business in Kuwait, attending meetings with foreign entities and Kuwaiti partners, drafting legal documentations such as nominee agreement and loan agreements between shareholders;
• Liase with international counsels for incorporation of special purpose vehicles outside Kuwait, such as Cayman Islands, Mauritius and British Virgin Island;
• Establishment of local funds, including but not limited to drafting the submission to the governmental entities for approvals, liasing and following up with such governmental entities, negotiating and meeting with the undersecretary of the Ministry of Commerce and Industry to expedite the approval process, drafting of Articles of Association of funds, drafting the offering memorandum, liasing with various international counsels for issuance of funds outside Kuwait (eg Libya, Cayman Islands, British Virgin Islands);
The firm represents the standard of excellence in legal practice in Kuwait and provides clients with expert representation and counsel in all aspects of civil and criminal law http://www.aslawyers.com/english/
• My role as a legal consultant deeply involves providing legal consultation for various entities through conducting and participating in the following:
• Team Leader for the Legal Team for the Privatization of Kuwait Airways Corporation “KAC”, in corporate and international acquisitions and corporate governance through a consortium consists of Ernest & Young, Citi Group & Seabury Aviation, for such as: August 2010 - June 2012.
• Establishing of the new corporate entity “KACNEW” (Public Stock Company), carrying out all legal services that are required for the establishment of” KACNEW”, drafting Article of Association, drafting Memorandum of Association, drafting Shareholders Agreement, and drafting Management Agreement, corporate governance documents.
• Preparation for strategic sale, preparing documentation for prequalification for possible bidders, preparing documentation for private auction to the strategic pre-qualified investors including sale agreements shareholders’ assets and management agreement, and one or more rounds of preliminary negotiation with prequalified bidders to refine documentation, dealing with the formalities required for completion, allocation of equity to governmental entities and former KAC employees.
• Structure the legal techniques by which transfers are to be done. Ensuring there is enough detail to give comfort to buyers or investors that the company being privatized has the assets it requires.
• Acquisition finance: transactions involving arranging finance for acquisitions acting for either the lender or the borrower.
• Islamic Finance: Sharia-compliant work such as acquisitions, forming funds to invest in real estate and commercial properties, issuing of Sukuks.
• General bank lending: syndicated lending, structured finance, leveraged finance.
• Project finance: financing of infrastructure and industrial projects. Often arranged on a non-recourse loan basis.
• Refinancing: The refinancing and restructuring of existing loans and debtor in possession financing is also included.
• Equity Capital Markets: advice on equity offerings transactions such as initial public offerings, follow-on offerings, right offerings, capital increases, ADR / GDR offerings, accelerated bookbuilts and block trades.
• Debt Capital Markets: investment grade debt offerings (stand-alone bond issues, MTN programs, Commercial Paper programmes); equity-linked offerings (regulatory capital, convertibles and exchangeable offerings) and; High Yield debt offerings.
• Derivatives: includes the regulatory and transactional legal advice regarding derivatives products such as: Exchange-traded derivatives; OTC derivatives; Securitised derivatives; Interest rate, currency, equity, credit and commodity-linked products. Law firms advise on product development and regulation; structuring and documentation of transactions, related tax issues and litigation.
• Securitisation: covers the entire range asset classes, including (among others): Commercial loans; derivatives exposure; bonds and corporate debt; project cash flows; trade receivables; credit card and trade receivables; commercial and residential mortgages; life insurance and annuities; auto loans.
Naeem Group is among the region’s leading investment houses offering a comprehensive suite of financial services to major MENA-based investors while acting as the broker of choice for foreign institutional clients seeking to invest in the region’s capital markets. http://www.naeemholding.com/
• Provided a wide range of legal consultancy services to Naeem Holding and its subsidiaries related to their business operations across multiple jurisdictions
• Participated in the negotiation, drafting and closing of various types of agreements - joint ventures, shareholders agreements, share acquisitions, share swaps, loans, leases, employment and services agreements
• Established an Islamic Fund in cooperation with a multinational investment bank with branches and funds in British Virgin Islands (BVI), Bahrain, Saudi Arabia, Egypt and the UAE.
• Negotiated, drafted and concluded several successful deals for sale and purchase of assets by Naeem Holding and its subsidiaries. Negotiated and revised agreements for loans with banks and clients in the UAE and Egypt.
• Contributed to the acquisition by Naeem Holdings of a controlling stake in Unifund Capital Financial Investment PJSC and Unifund International Financial Investment LLC in the UAE for a total investment of AED 300 million.
• Participated in acquisition by Naeem Holdings of 18% of Naeem KSA for a value of USD 30 million and sale of the stake through a put option structure.
• Provided legal consultancy for sale of Naeem Holdings stake in Egypt Basic Industries Company for USD 40 million and acquisition of 100% stake in Arabeya Online Brokerage by Naeem Brokerage for EGP 55 million
• Advised company officials on Egyptian capital market laws regarding stock option plans, IPOs and sales and purchase of securities.
• Provided legal advice on the implications of listing and disclosure requirements and assisted in listing companies on the stock exchanges at Cairo and Alexandria
• Drafted legal memoranda and represented Naeem Holdings and its subsidiaries before Egyptian courts in actions related to corporate, commercial, labor and taxation disputes
• Represented Naeem Holdings and its subsidiaries before various Egyptian authorities including investment authorities, capital market authorities, companies department, Ministry of Trade and Investment, Commercial Registry, Ministry of Finance, Ministry of Justice and Stock Exchanges of Cairo and Alexandria.
Associate with Shawky & Makine in association with Weil Gotchal and Stiwart CO. Cairo, Egypt.
Shawky & Makine is considered one of the biggest eight law firms ’IFLR’ handling business matters and maritime claims in Egypt through its association with Weil Gotchal and Stiwart.
My areas of practice with Shawky & Makine include the following:
- General corporate and commercial work in Egypt, Banking & Finance.
- A broad-based definition of banking transactions, which include advice to both borrower and lender clients.
• Solely responsible for the incorporation of local entities such as limited liability and joint stock companies and attending to various governmental entities for the approval process; and
• Handled solely projects such as joint venture and real estates, including but not limited to attending and negotiating with clients and counterparties inside and outside of Oman and drafting of sale and purchase agreements and joint venture agreements.
• General legal advisory works to corporations involving amongst others, incorporation of local companies, advising on regulatory matters and drafting of Memorandum and Articles of Associations of companies.
• Attending court for litigation matters.
• General legal advisory works to corporations involving amongst others, incorporation of local companies, advising on regulatory matters, drafting of Memorandum and Articles of Associations of companies, drafting of commercial agreements and provision of written opinion on various legal issues.
Master degree in U.S Law focused in American/U.S. Law/Legal Studies/Jurisprudence from Washington University in St. Louis, United States.
Bachelor’s Degree in Law