Lawyers

EDUCATION

• 1998  Islamic University of Imam Mohammed Bin Saud, Bachelor of Islamic Laws
• 2001  High Institute of Judiciary, Islamic University of Imam Mohammed Bin Saud, Riyadh, Saudi Arabia, Master of Comparative Laws
• 2007  University of London, Intercollegiate Programme, London, U.K.,, Master of Commercial and Corporate Laws

ADMISSIONS AND QUALIFICATIONS 

• 2010  Admitted, Saudi Arabia
• Member, Saudi Bar Association, Saudi Arabia

CITIZENSHIP

• Kingdom of Saudi Arabia

PUBLICATIONS AND SPEECHES

• “Requirement of physical possession to perfect security under Saudi law”, Global Banking & Financial Policy Review, 2010.

 

EXPERIENCE AND REPRESENTATIVE MATTERS

• Conducted litigation in Saudi Arabia since 2011 on behalf of Citicorp Trustee Co Ltd and Golden Belt 1 Sukuk Co against Saad Trading and Maan Al Sanea in respect of a default under a sukuk for US$ 650 million. In 2019 the debtors applied for financial restructuring under the then new Saudi Bankruptcy Regulation, which entered into force in August 2018. As a result of the bankruptcy proceedings, which involve claims totaling US$ 21 billion, the actions that were brought on behalf of our clients before the General Court have been stayed. The proceedings against Saad Trading and Maan Al Sanea have been complex. The initial proceedings based on a promissory note for US$ 650 million had to be abandoned because the promissory note was not validly signed, which resulted in English High Court proceedings against BNP Paribas [2017] EWHC 3182 (Comm). Subsequent proceedings in Saudi Arabia are complicated because they involve an international sukuk (Islamic bond) issued by a Bahraini company and subscribed to by a Saudi company. Saudi courts have never before had to adjudicate a transaction of this nature.
• Represented a world leading manufacturer of construction, mining and utility equipment in legal proceedings brought by the company’s former Saudi Arabian distributor alleging wrongful termination of the relationship in 2011. The initial proceedings, in which our client’s new distributor was a co-defendant, were dismissed in 2018. Subsequently, the former distributer issued new proceedings claiming US$ 62 million compensation for having developed our client’s business in Saudi Arabia over a 40-year period. This claim was dismissed by the Appeal Commercial Court in Jeddah.
• Represented a subsidiary of the German electronics giant that was in a dispute with its Saudi Arabian partner in a now dormant joint venture company which distributed products in Saudi Arabia. The partner was claiming in excess of US$ 25 million, resisted calls to liquidate the joint venture and attempted to suspend our client from the management of the company. The matter was then referred to a court-appointed liquidator. These disputes have been ongoing since 2013 and involved multiple proceedings. At present: (1) We have commenced an action against the Saudi Arabian partner for unlawfully claiming that he has the right to distribute the German company’s goods. (2) We have filed a claim for SAR 43 million (US$ 11.5 million) on behalf of our client against joint venture for goods supplied to it. (3) we applied to the Commercial Court to remove the court-appointed liquidator, which action was vacated because the liquidator died. The appointment of a new liquidator is currently before the Commercial Court.
• Represented a multinational pharmaceutical company in the attempted financial reorganisation under the 2018 Bankruptcy Regulation of its former distributor, which has admitted debts of US$ 723 million. The creditors rejected the distributor’s reorganisation proposal in August 2020, and the distributer has announced that it will go into liquidation.
• Provided expert evidence on Saudi Arabian law in the English High Court case Akers v. SAMBA Financial Group [2014] EWHC 540 (Ch), [2014] EWCA Civ 1516, and [2017] UKSC 6.
• Defended a securities lawsuit brought against an international bank by a Saudi conglomerate before the Committee for the Resolution of Securities Disputes, and acted for the client in related proceedings connected to a loan default against the Saudi conglomerate before the Committee for Banking Disputes. Our client was awarded US$ 1.5 million with respect to the interest rate swap agreement. On appeal, the Appeal Committee for the Resolution of Securities Disputes (the “ACRSD”) issued a final decision on the case, and upheld the CRSD’s decision. Our Client has also been awarded a judgment for over US$ 30 million under the same interest rate swap agreement before the Committee for Banking Disputes.
• Represented an international audit firm in dozens of cases brought by the shareholders of a telecommunications company against the company, its directors and our client. Under new rules these claims could have been brought as a class action, but these cases were commenced before the new rules came into effect and have not been consolidated since, thus proceeding as separate actions. Our client was being sued alongside the directors of a company. It is the largest case to date before the Committee for the Resolution of Securities Disputes (CRSD), and involves complex issues concerning the liabilities under Saudi Arabian law of directors and auditors of listed companies. In 2021, the CRSD entered judgments in some of the proceedings against some of the company’s directors, but exonerated our clients, the company’s auditors. These decisions will set important precedents on auditors’ liabilities under Saudi Arabian law.
• Represented an electrical engineering company since 2010 in a dispute with its former partners in a Saudi Arabian joint venture and a comprehensive restructuring of business. Over the years, the process has involved several lawsuits with the former partners, the successful defence of a US$ 38 million customs claim, the successful defence of an Investment Authority prosecution, the successful defence of a prosecution of the JV’s former manager, setting up a new Saudi Arabian subsidiary, and dealing with the heirs of the original partner.
• Advised Sadara and Dow on the issuance of a US$2 billion sukuk as part of the financing for the development of one of the world’s largest integrated performance chemicals and plastics complexes, at an estimated total cost of US$19.3 billion. In addition to the 26 plants forming part of the project, there were two joint ventures and three “over the fence” projects adjoining the Sadara complex. Took the lead on Saudi legal aspects of the issuance. This is only the second project sukuk to be issued in Saudi Arabia and the largest sukuk overall. The Sadara project set a global precedent of issuing the project sukuk (project bond) before the main financing and not as replacement debt. Provided expert advice on an ongoing basis to ensure compliance with the Saudi Arabian Capital Markets law and Listing requirements and carried out follow-up work such as security registrations for the pledged assets, capital increase, HR related matters and additional major project documents.
• Advised the National Commercial Bank (“NCB”) on the private placement of a US$1.35 billion Tier II sukuk issuance. It was the largest ever subordinated debt instrument issued by a financial institution in the Middle East and North Africa (MENA) region. Acted as counsel to NCB and advised on the offering documents, all the sukuk and transaction documents, as well as regulatory approvals. The sukuk issuance was 2.1 times oversubscribed exceeding the initial target issuance size. 
• Advised NCB on the private placement of a SR1 billion Tier I sukuk issuance that was issued on the 22nd of June 2015. This was the first Basle III compliant Tier I capital sukuk to be issued by a Saudi Arabian Bank. This issuance required aligning the sharia structure with the SAMA approved Basle III requirements. Acted as Saudi Arabian counsel to NCB and advised on the offering materials, Islamic and transaction documents including the Mudaraba Contract, the Declaration of Agency, the Payment Administration Contract, the Placement Agency Contract, Subscription contract and regulatory approvals. 
• Advised NCB on the private placement of a SR2 billion Tier I sukuk issuance issued on the 15th of July 2015. Acted as Saudi Arabian counsel to NCB and advised on the offering materials, Islamic and transaction documents including the Mudaraba Contract, Declaration of Agency, the Payment Administration Contract, the Placement Agency Contract, Subscription contract and regulatory approvals. 
• Represented a European ceramics company in a dispute with a construction company before the commercial court and obtained a judgment in our client’s favor. Subsequently initiated enforcement proceedings with the enforcement court to obtain the amounts awarded to our client by the commercial court. With the defendant undergoing financial reorganization, applied and had the claim as a creditor approved by the trustee.
• Advised NCB on the private placement of a SR2.7 billion Tier I sukuk issuance issued on the 23rd of December 2015. Acted as counsel to NCB and advised on the offering materials, Islamic and transaction documents including the Mudaraba Contract, Declaration of Agency, the Payment Administration Contract, the Placement Agency Contract, Subscription contract and regulatory approvals. This structure required advice on the Investment Fund Regulations, in addition to the Offer of Securities Regulation and Capital Market Law. 
• Represented Sadara Chemical Company (“Sadara”) and Dow in connection with a bridge financing from the Saudi Arabian Public Investment Fund. This was the first bridge financing provided by the Public Investment Fund.
• Represented a Saudi a bank against one of its customers in relation to a dispute which was in connection with Interest Rate SWAP agreement
• Advised Tokio Marine and Nichido (Saudi Arabia) Ltd. in connection with its IPO and incorporation. 
• Represented Sadafco and its CEO in the first successful challenge to a resolution by the Saudi Arabia Capital Market Authority before the Committee for the resolution of Security Disputes. 
• Represented a Saudi joint stock company and its chairman before the Committee for the Resolution of Securities Disputes in connection with market manipulation charges.