General Counsel
Petromin Corporation
مجموع سنوات الخبرة :18 years, 11 أشهر
Petromin, a Middle Eastern, multi brand, full service cradle to grave, technology led innovative automotive leader in its market, with global ambitions.
Helping the business to transform, expand from its regional presence, into a global leader in the automotive space.
Leading and transforming, building legal infrastructure of multinational team, in multiple international jurisdictions.
Part of the senior leadership team supporting a visionary, Group CEO, coach and leader.
Supporting multiple international expansions
Legal department infrastructure rebuild.
Creating documentary infrastructure to provide, efficient, business focused, commercially driven legal advice which enables business to take place and not hinder business progress.
Mentoring and developing the next generation of Saudi legal talent (most enjoyable part of the job).
Leading the integrity drive in the company with unstinting support of the Group CEO.
Leading the investigations committee
Leading the grievances committee
Carrying out day to day legal work, manging external counsel in multiple jurisdictions, supporting all Petromin vertical CEO’s to help them deliver their business plans.
With presence across the Middle East, North Africa, Europe and Asia, YBAK is one of the largest family-owned multinationals in the Middle East with an extensive portfolio of complementary businesses and strategic partnerships which include Shipping, Logistics, Travel, Industrial & Energy (machinery, oil & gas, power & industrial projects), Kanoo Capital and Real Estate.
Leading the largest YBAK business group of Industrial & Energy with a team of senior commercial colleagues legal liaisons, lawyers and trainee lawyers, with large regional and global clients such as Aramco, Sabic, Safco, Ma’aden, SEC, SWC, Ministry of Defence, Marafiq, Alstom, Sipchem, with suppliers from across the globe such as Halliburton, GE, Dorf Kettle, Nobel, Baker Hughes, Arkema, to name a few, recent work includes
•350 Mn SAR, long term equipment rental and service contract.
•50-100Mn SAR+ supply of chemicals, machinery, petrochemicals, lubricants, catalysts, spare parts, consumables etc.
•20-300 MN SAR procurement agreements for all types of procurements of goods, services, and materials from local, regional international corporations.
•Reviewing drafting negotiating full spectrum of commercial contracts with global clients, suppliers, partners, which include but are not limited to bids for projects and supply of goods, distribution, agency, leasing, power rental or power sale agreements as well as full spectrum of procurement of goods and services.
•Developing standard documents, contracting policies on such issues as risk management, contract fall back positions, key terms bid review process etc.
•Managing, prosecuting and defending local and international litigation, in Switzerland, Germany, UK, Middle East, sometime independently others with assistance of local counsel
•Working with Corporate M&A team on JV, Acquisitions and Equity investments.
•Due diligence of partnership agreements to rationalise supply base.
•Developing the legal services delivery structure to the various divisions, by introducing legal liaison within various business divisions to imbed legal services within the operations of the business as an additional legal risk mitigation strategy.
•Developed and delivered the Bahraini lawyer training programme in conjunction with Tamkeen, International law firms, to train Bahrainis as commercial lawyers for the Kanoo business.
•Reviewing and developing current internal policies and procedures to stream line contracting process, contractual framework, set up a legal liaison contract review system.
•Training operations teams on contractual framework, legal red flag training, new policies and procedures.
•Part of the senior management strategy teams to develop business plan for the I&E Group.
SABIC is a global market leader in the Petrochemical Industry, with operations in Americas, Europe, Asia, Middle East and Africa. I worked as part of a team of International and local lawyers, undertaking high value Company/Commercial, Dispute Resolution, and Procurement work.
The jurisdictions included work across Middle East, Asia, and Africa region working with global corporations, including BASF, DOW Petrochemicals, ExxonMobil, Flur, Honeywell, Kellog Brown Root, Linde, Mitsubishi, Primetals, Saudi Aramco, Shell, SMS, as well as leading Universities, suppliers, purchasers across a number industries including Chemicals, Fertilizers, Metals, Polymers, and Performance Chemicals, work included;
• US$ 5-300MN Procurement contracts for procurement of Goods, Services, Engineering, Plant Revamp, Transportation, IT services, Feedstock procurement agreements with companies from Austria, China, France, Germany, Japan, Netherlands, UK, and US,
• US$10-100Mn Chemical, Fertilizer, Polymers, Metals supply contracts across the MENA and Asia region including Algeria, Bangladesh, Egypt, India, Libya, Morocco, Saudi Arabia, South Africa, Turkey, Tunisia, United Arab Emirates.
• US$ 450Mn Downstream JV with foreign partner to set up manufacturing plant in KSA.
• SR 350Mn lump sum design, engineering, procurement and construction, contract for development residential compound in Yanbu, Saudi Arabia
• SR 40Mn Supply and Engineering Services Agreement relating to a plant for production of Fatty Alcohol Plant.
• SR 20-100MN Corporate and advance payment guarantees.
• US$ 60 MN JV Partner Loan Agreement for project funding.
• Long term (20 year) Tolling, Marketing, off-take and supply Agreements with key global players in the Petrochemical industry.
• Review and successful settlement of multi-million US$ shipping and off-take and supply agreement disputes.
• Review, negotiation and settlement of defective product supply claim, in the Netherlands.
• Undertaking organisational ‘Bottom Up’ Risk Management and Compliance review.
Commercial - work included, drafting, reviewing, negotiating, analysing, full spectrum of petrochemical and commercial contracts befitting a global leader in the Petrochemical industry;
•Marketing and Tolling agreements for chemicals, gases and fertilizers, working with the leading players in the industry,
•Sales, supply and distribution contracts for fertilizers, chemicals, performance chemicals, Polymers SBU’s in Middle East, Africa, Asia and Europe.
•Procurement of works and materials, services using standard terms.
•Non-standard procurement contracts, for procurement of raw materials, feedstock, engineering services agreements for plants working with the market leaders in their respective markets.
•Intra group service agreements, product swap agreements, joint plant production and operation agreements, assist with the legal issues facing Global Manufacturing Centre of Excellence.
•General day-to-day commercial contracts, which include, engineering, IT, finance and legal consultancy agreements, MOU’s. HOA’s, NDA’s and amendment agreements termination, settlement agreements, assisting with review of company policies.
•Working with IT teams to license IT software business critical software used in plants, including their integration, develop and review IT policies.
•Working with the IP team to review and advise on Intellectual Property Licensing in and out, technology research and development, collaboration, service agreements.
•Working with HR team to review and develop standard employment contracts, review policies and procedures.
•Helping to developing standard contracts.
Financing - reviewing, negotiating, drafting in conjunction with the treasury and finance department financing agreements of significant value ranging from 500Mn US$ to 3.2Bn US$ JV including;
•project financing agreement, intercompany loan agreement, loan consolidations.
•corporate financing i.e. letters of credit, supplier buyer and parent company guarantees,
•e-banking agreements with lenders, financial advisor appointment agreements.
Dispute Resolution/Legal Opinion - work included, advising, negotiating, resolving,
•Pre-litigation review of customer and supplier contractual disputes for defective supply of products, services.
•Prosecuting or defending claims in conjunction with External counsel
•Providing legal opinion on contractual obligations, and risks.
•Reviewing long term material contracts to ascertain business rights and obligations
•Considering Supplier warranty, Liquidated damages for performance and delay, defective product claims.
Compliance/Legal Training - helped to deliver a KSA wide compliance and code of ethics training, carrying out KSA wide ‘bottom up risk and compliance analysis for business functions.
Helping to prepare a compliance investigations plan, execute investigations into breach of company polices, recent investigations undertaken on Bribery, Money Laundering, Discrimination etc.
Mentoring of Junior Members of the legal team as part of the SABIC Saudi lawyer training program.
Advice and Assistance - to Treasury, M&A, HR, Internal Audit, Risk and H&S groups.
Management of External Counsel - have managed and worked with considerable a number of leading law firms and lawyers in shipping, commercial and corporate matters.
Kuwait Finance House-Bahrain is a leading provider of Islamic commercial and investment banking services. Worked as part of a four member legal team, headed by an ex-Clifford Chance lawyer, some of the transaction highlights included;
•USD $152Mn Sukuk extension for Durrat al Bahrain Resort;
•USD $140Mn Syndicated Ijarah Asset Finance of aircraft for Bahrain State owned Mumtalakat Holding Company;
•USD $150 Mn Bridge Finance Facility for a Sukuk transaction;
•Arrest and release of a vessel in South Africa followed by USD $60Mn syndicated Ijarah financing of the vessel;
•Recovery of Airbus A320 from Sudan and proposed disposal of the Airbus in France;
•USD $14Mn restructuring of corporate finance deals structured through Cayman Island SPV’s;
•Commodity Murabaha Islamic financing of investee companies based in the United States, New Zealand, United Kingdom, Lebanon, Jordan;
•Ijarah financing for students to fund higher education;
•Setting up Islamic Bankers Society of Bahrain.
Banking and Finance - work included, corporate and consumer financing, interbank lending and borrowing, investment banking i.e. acquisition of companies, capital raising, placement of investments. Worked for Investee companies which include Telecoms company in the Middle East, Aircraft production in the United States, Pharmaceutical manufacturing in Jordan, Engineering Company in the UK, Apparel Manufacturer in New Zealand, etc. Joint ventures with governmental and non-governmental organisations, projects include work on Durrat al Bahrain Resort a joint venture with the government of Kingdom of Bahrain; Ijarah syndicated financing of aircraft for Gulf Air through state owned entity, development of national equestrian facility for Bahrain after competitive tender process.
Commercial Contracts - work included; reviewing, drafting and negotiating all types of commercial contracts, such as, share sale and purchase agreements, procurement, development, distribution, agency, investment management, consultancy, service agency, licensing agreements, powers of attorney, MOU’s for various ventures. Development of master documents including drafting master consumer banking terms and conditions, website terms and conditions, constitution for Islamic bankers society, KFH group master wakalah agreement (agency agreement), IIFM master Murabah agreement. Drafting negotiating Director Indemnities for investee companies.
Information Technology - work included, drafting, reviewing, negotiating disaster recovery site construction, procurement and fit out contract, software development, customisation contracts; telecoms, prepaid post paid distribution agreements, e-banking roll out agreements, review of End User License Agreements shrink wrap agreements, .
Real Estate - work included; Legal counsel to Bahrain Equestrian Development Project with the Ministry of Finance Bahrain - mix use commercial and residential development, response to tender, negotiation of post tender, project documentation, appointments of consultants, contractors. Other work includes review, negotiation of property management, contractor appointment, FIDIC based construction contracts including, and review preparation and negotiation of standard lease agreements, development of leases for residential and commercial property for use by Investee companies.
Dispute Resolution - movement of aircraft outside of jurisdiction, release of arrested assets, seizure and auction of assets in international waters, Investee Company disputes such as breach of construction agreements, restructuring real estate projects.
Advice and Assistance - to Audit, HR, Real Estate, Priority, Retail, IT and Banking groups within KFH.
Management of External Counsel - have managed and worked with considerable a number of leading law firms and lawyers on various matters.
acquisition of net operating assets and goodwill and business of FMCG business;
•£10 Mn, acquisition of business, assets and goodwill of an engineering company in Slovakia;
•£1.5 Mn + earn out, sale of shares of a manufacturing business; and
•£1 Mn acquisition of business assets and goodwill of a fisheries business.
I have also drafted ancillary agreements such as
TRW Automotive is a NYSE listed Company, annual sales of $12.6 billion is among the world's ten largest automotive suppliers operating in 26 countries employing in excess of 63, 000 employees.
I worked primarily the European Head Office of the Company and was also managing the legal affairs of the research and development arm of TRW Automotive, and was assigned to European aftermarket operations and European purchasing. The key areas of work included;
Commercial Contacts - included drafting, negotiating, reviewing wide range of commercial contracts associated with the Automotive business such as aftermarket sales and supply agreements for long term part supply agreements, distributorship agreements, research & development, sponsorship agreements/collaboration agreements between industrial and academic institutions, consultancy agreements, memorandums of understanding, confidentiality agreements, sale and supply agreements, teaming agreements in preparation for joint bids, capex purchase agreements, IT agreements such as, software loan & license agreements, end user license agreements, software maintenance agreements, outsourcing agreements. Engineering services calibration agreements, equipment loan agreements, terms and conditions of hire of property, risk assessment & management policy for introduction of products into niche markets. Also worked on a substantial European funded research and development contract for vehicle communication and integration systems, a large technology development contract with a Volvo and Man Trucks, advised on supplier insolvency, review of commercial leases for production facilities, advising on tender and supply of dual purpose products to countries in the middle east and undertook research on product liability laws in China and Europe. Advising the business on contractual obligations, commercial deal structuring, legislative implications and risk management of business, deal brokering through strategic assessment of business needs and commercial application of the same to legal problems.
Commercial Litigation - successfully defending TRW against claim for loss of opportunity, successfully prosecuted claim for supply of defective products causing loss, settled Cross border dispute and set-off claim. Attendance on clients to take instructions, reviewing commercial contracts and research into validity of claims, advising clients on merits of potential claim particularly. Taking care of negotiations with a view to defending, prosecuting or settling litigation. Drafting, letters before action, early case assessment, particulars of claim, defence, default judgment order’s settlement agreements, as well as correspondence with client, the opposing party and the courts.
Employment - Advising HR and management on voluntary benefits, company car policies, stress, corporate killing. General day-to-day HR advice on employee issue’s i.e. wage deduction, employee conduct issue’s etc. Drafting executive employment agreements, compromise agreements, attendance notes on client meetings, drafting standard forms for proceedings in employment tribunals attendance of tribunal hearings. Legal research into constructive unfair dismissal, stress and employer’s liability, public procurement guidelines collective redundancies etc, drafting of advice memo on employer liability for stress, constructive dismissal.
Intellectual Property - drafting, negotiating and reviewing IP terms for sales, development, employee and collaboration contracts. Preparing IP policy, depending upon the business partner. Ensuring brand protection and strength through liaison with marketing and IP department.
Business Development and Training perpetration and dissemination of practical contracts training to company staff to assist the company’s transition from an internal service provider to an external service provider. Analysis of individual contractual needs, contracts training tailored to suit individual business needs.
Training contract was undertaken in-house with secondments at Eversheds, Pinsent Masons, and corporate work at Wragge & Co was accepted as time to count towards training contract. Training seats, Commercial, Commercial Litigation, Employment/IPR, and Corporate.
LPC 68%
Qualifying Law Degree U.K
scholarship winner - Erasmus Program - Study International and European Laws