Event information

Date: Tue 28 Feb 2023 Time: 8.15am-2.20pm Venue: Waldorf Astoria Dubai International Financial Centre, Burj Daman, Al Mustaqbal St., Dubai, 507251

The Legal 500 looks forward to welcoming delegates to the Middle East Corporate, Commercial, and M&A Summit in Dubai in February 2023. The Legal 500 Editorial Team will venture back to Dubai for another exceptional event, in order to bring together some of the UAE’s top in-house counsel to discuss challenges, insights and, most importantly, potential solutions to the main issues facing the region currently.

With the support of BonelliErede, Galadari Advocates and Legal Consultants , CMS, Stephenson Harwood, Pinsent Masons and our networking sponsor Lakshmikumaran & Sridharan, we are thrilled to present the Middle East Corporate, Commercial, and M&A Summit-Dubai.

Drawing on the vast experience of our highly-accomplished speakers, this event will provide insightful, as well as practical, advice to all in-house counsel. It is a must-attend event for any in-house counsel in the UAE aiming to reach the next level on their professional development journey.

Attendees can expect high-profile speakers, plenty of time for debate, and networking.

Agenda

08.15am – 08.55am Registration and breakfast

08.55am – 09.00am Opening remarks

09.00am – 09.30am Exploring the opportunities and challenges of cross-border investment into Israel and Turkey

This session will be moderated by John O’Connor and include CMS Partner panellists Louis Glass (Tel Aviv) and Alican Babalıoğlu (Istanbul) providing market insight and practical guidance on the latest trends, opportunities and challenges for businesses investing in Israel and Turkey.

  • John O’Connor, partner and head of corporate & commercial, Dubai, CMS
  • Louis Glass, partner, CMS
  • Alican Babalıoğlu, partner, CMS

09.30am – 10.20am Reflecting on recent trends and predicting the future of the Middle East M&A Market

The development and adoption of AI in the M&A industry are increasing opportunities for companies in the Middle East, faster than expected. However, at the same time, all these new M&A opportunities bring challenges to ESG adoption, risk allocation between buyer and seller, and increased interest in W&I insurance, that can boost complexities during a transaction.

This panel session will discuss why the Middle East region is consolidating itself as one of the leading M&A hubs and how companies are embracing its inherently expanded adversities, as well as determine the pandemic’s impact on the sector, and how technology, such as AI, is playing a key role in legal departments designing and achieving more successful transactions.

  • Mohammad Tbaishat, partner, Pinsent Masons
  • Rima Hadid, general counsel, Emirates Investment Authority
  • Linda Mouaz, former head of legal & compliance – MENA market, NESTLE
  • Nadim Elias El Haj, chief legal officer, Abu Dhabi National Hotels
  • Zahid Kamal, managing director, transactions & portfolio management, Fajr Capital Group

10.20am – 10.50am Key considerations when assessing risks and opportunities for M&A in the technology sector from both a commercial and legal perspective

The UAE has established itself as one of the main technology hubs of the Middle East region. With various geo-political developments and government initiatives continuing to facilitate the growth of this sector, this trend looks set to continue.

As part of this technology boom in the region, the market has seen a significant increase in M&A activity within the sector in recent years, particularly within the UAE. In light of these developments, this session will help assess risks and opportunities for M&A in the technology sector from both a commercial and legal perspective.

This panel discussion will provide insights into: (i) issues of importance in due diligence for targets in the technology sector (ownership and value of IP, data security, etc.), (ii) commercial issues when assessing the feasibility of deals (such as complexity of cap tables, retention of key personnel, technology life cycle considerations, and transaction structuring considerations), and (iii) investment opportunities and trends in the technology sector

  • Melissa Forbes Miranda, partner, Stephenson Harwood
  • Roula Khaled, general counsel, Khazna Data Centres
  • Salman Khalid, managing director – M&A Advisory MEA, BNP Paribas

10.50am – 11.00am Coffee break

11.00am – 11.50am The impact of new FDI Laws and Corporate Restructuring in the UAE

The United Arab Emirates (UAE) has recently seen great reforms in the corporate sector thanks to recent regulatory changes. These include 100% foreign ownership of companies that are not registered in free zones, as well as the impending introduction of corporate taxes in June 2023, as recently set out in the Federal Decree-Law No. (47) of 2022, issued in December 2022 on the Taxation of Corporations and Businesses.

The UAE in general, and Dubai in particular, have been exemplary in attracting foreign direct investment (FDI), by focusing on new and existing businesses and real estate. FDI is attracted through a dynamic legislative framework which has become attractive to foreign investors, given its stability, predictability and security, which, in return, assists with the development and growth of the UAE. During the session we will cover a high-level discussion on these recent changes and on alternative structuring options that allow for additional flexibility in the governance of such entities, which become attractive to foreign-based investors.

We would therefore like to invite you to join us on this panel session, where the impact of these changes will be discussed. The session will begin with a brief introduction of the aforementioned topics by the mediator and a senior lawyer from Galadari Advocates and Legal Consultants. Afterwards, there will be a few questions relating to the topics directed at the session panellists, which coming from different sectors across the UAE will bring unique assessments on the topic, as well as a distinct view on how the market is considering these changes and planning ahead.

The questions will be around the impact of relevant subjects on FDI, such as corporate structuring challenges faced and success stories within an organisation, 100% foreign ownership, the introduction of more flexible governing, corporate taxes, and any other drivers for restructuring.

  • Gerry Rogers, partner, Galadari Advocates and Legal Consultants
  • Paula Villegas Guevara, associate, Galadari Advocates and Legal Consultants
  • Aneesh Garg, general counsel, Jumbo Electronics
  • Karim Serour, executive vice president- legal, Al Ghurair Investment LLC.

11.50am – 12.40pm UAE’s new corporate income tax: all you need to know to face the changes ahead

The new federal corporate income tax system is one of the most anticipated pieces of legislation, given the UAE’s journey over the last decade towards alignment with the generally accepted international tax standards regarding transparency and taxation rules.

The corporate income tax (CIT) will come into effect in June and finally align the UAE with international tax standards. The law details the scope of CIT, taxable persons, exemptions and deductions, how taxable income will be calculated, regulations for free zone persons, tax groups, and tax losses relief.

This compelling and fundamental topic related to tax will get into the nuts and bolts of how the new law fits into current corporate statutes and how local and international businesses will be affected. The panellists will also discuss how the new law runs with the broader strategies of MNEs, in terms of international tax and transfer pricing, why the CIT will make the UAE a more attractive jurisdiction for holding and sub-holding companies from a tax perspective and how it will help secure the UAE as a hub for, and gateway to, Africa.

  • Marco De Leo, partner at BonelliErede and managing partner of BonelliErede Middle East LLP
  • Francesco Parlatore, managing associate, BonelliErede
  • Shaharyar Nashat, senior legal counsel GCC, Engie
  • Shehryar Azim, chief financial officer, RAK Insurance

12.40pm – 12.45pm Closing remarks

12.45pm – 1.45pm Lunch and networking

Speakers

Mohammad Tbaishat, partner, Pinsent Masons

Mohammad specialises in public and private M&A, strategic joint ventures and corporate reorganisations. He advises various clients, including banks, financial institutions, private equity firms and corporates.

Mohammad regularly works on cross-border transactions in the GCC and the wider MENA region. He has been practising in the Middle East for more than 16 years and is widely recognised in the UAE corporate market.

Mohammad qualified as an attorney at law in the state of New York. He is also a member of the Jordanian Bar Association. Before joining Pinsent Masons in 2016, Mohammad spent the last ten years at the M&A team of Freshfields Bruckhaus Deringer in Dubai.

Mohammad is fluent in Arabic and English. He holds a B.A. degree in law from the University of Jordan and an LLM (Master of Laws) degree from Harvard Law School.

Rima Hadid, general counsel, Emirates Investment Authority

Rima Hadid is an accomplished legal advisor with comprehensive private practice and in-house experience gained over two decades, most notably in two key Sovereign Wealth Funds (“SWF”). She currently holds the position of General Counsel at the Federal Sovereign Wealth Fund of the UAE, where she leads Corporate Law and Funds specialists along with the Compliance function. Her role requires her to lead structural and corporate reforms on strategic government assets; review and advise on investment mandates in private equity and other forms of liquid and structured investments; advice on all legal matters arising from the SWF’s implementation of the Federal government’s investment strategy. Rima has played an instrumental role in materialising local, regional, and global M&A transactions throughout her career across various sectors.

Linda Mouaz, former head of legal & compliance - MENA market, NESTLE

Linda is the former Head of Legal & Compliance of Nestlé for the Middle East and North Africa (MENA) market (19 countries). Based in Dubai, she advices on all areas of business law of those 19 countries with a strong focus on commercial, contracts, corporate matters, M&A, antitrust, compliance and corporate governance.

Prior to joining Nestlé MENA, she worked for seven years as lawyer within a leading law firm and as in-house legal counsel for a headquartered multinational in Luxembourg City. She gained considerable experience in advising on all areas of corporate law with a focus on the legal considerations of mergers, acquisitions, cross-border acquisitions, corporate restructurings, and commercial transactions.

She holds a master’s degree in business law, University of Paris II Panthéon-Assas (France) and a Postgraduate Degree in Corporate & Tax Law, University of Paris IX Dauphine (France). She is a member of the Paris and Luxembourg Bars.

Nadim Elias El Haj, chief legal officer, Abu Dhabi National Hotels

Nadim has served as Chief Legal Officer and General Counsel in major government, semi-government and private real estate development/hospitality groups in the UAE over more than two decades of work on groundbreaking projects.

Nadim took on lead roles in negotiating and closing mega transactions in the real estate development and hospitality industries in the UAE including the successful negotiation and closing of AED 2.2 B acquisition of five hotel assets in Downtown Burj Khalifa from Emaar Hospitality Group in 2019.

Nadim is a passionate of the hospitality industry and had successfully completed in 2020 a “Real Estate Hotel Investments & Asset Management Program” at Cornell University.

Nadim was featured as part of The Legal 500 GC Powerlist Middle East for the years 2019 and 2022.

Nadim was recently re-hired by ADNH in support to its ambitious expansion plan to the Emirate of Ras Al Khaimah.

Zahid Kamal, managing director, transactions & portfolio management, Fajr Capital Group

Zahid Kamal is a Managing Director at Fajr Capital. He is actively involved in various aspects of Fajr Capital’s investments (including origination, execution, and portfolio management) and strategic initiatives. He is also a board and committee member of, and otherwise closely involved with, several Fajr Capital portfolio companies, including Cravia Group, GEMS Education (exited to CVC), National Petroleum Services (exited to a NASDAQ listed SPAC) and a hazardous waste management business (exited to a PIF subsidiary).  Zahid is a member of Global Private Capital Association’s Middle East Council. Prior to Fajr Capital, Zahid was a senior lawyer at Ashurst LLP in London and Dubai, where he advised Fajr Capital and other corporate clients. He has two decades of experience in UK and MENA public and private company transactions, including private equity, M&A, public takeovers, IPOs, investment funds, secondary offerings, restructurings, and joint ventures.  Zahid is engaged with Fajr Capital Foundation and other philanthropic initiatives and is a keen supporter of social entrepreneurs.

Gerry Rogers, partner, Galadari Advocates and Legal Consultants

Gerry is a Partner in the DIFC office of Galadari Advocates and Legal Consultants, and his practice encompasses the corporate, commercial, real estate and projects sectors in the UAE. He advises clients on all corporate aspects relevant to the UAE jurisdiction, including acquisitions (due diligence, shareholders’ agreements, etc.), structuring of entry into the UAE and other regulatory matters relating to the activities of UAE entities.

On the commercial side, Gerry has prepared all commercial agreements and regularly advises on arrangements such as joint ventures and agencies. In addition, he has a broad knowledge and experience of real estate and energy and infrastructure projects, including negotiations of joint venture agreements, corporate documents and industry-standard documents. Gerry also prepares and delivers courses which are part of the Continuing Legal Professional Development courses run by the Dubai Legal Affairs Department.

Before joining Galadari Advocates and Legal Consultants, Gerry was a chemical engineer at a British multinational consultancy.

Paula Villegas Guevara, associate, Galadari Advocates and Legal Consultants

Paula is a member of the corporate and commercial team at Galadari Advocates and Legal Consultants Dubai. Her practice focuses on mergers and acquisitions, joint ventures, commercial contracts, shareholders agreements, share purchase agreements, licensing agreements, corporate structuring and restructuring, and onshore and offshore business set up. She has advised members of UAE ruling families on the corporate restructuring of UAE entities, including the conversion of the legal type of existing entities and the incorporation of new entities.

Paula also has extensive experience developing key relationships between clients and local authorities, agents and financial entities across Free Zones, Department of Economic Development, and other government entities across the UAE.

Since 2020, Paula has been providing training to legal consultants as part of the Dubai Legal Affair Department Continued Legal Professional Development Programme.

Prior to joining Galadari Advocates and Legal Consultants, Paula was an associate at a local consulting group, focusing her practice on corporate matters in the sectors of engineering, architecture, construction, oil and gas, and real estate.

Aneesh Garg, general counsel, Jumbo Electronics.

Aneesh is a Law Graduate from the National Law School of India and also has a master’s degree in law. Aneesh worked in organizations like Walmart, Flipkart, DuPont, & Escorts Ltd. with more than 20 years of experience in Legal and Commercial Law. He was a member of the Indian Judicial Services and a fellow of the Chevening Gurukul leadership programme of the 2015 batch from King’s College, London. Aneesh is currently the Global legal head of Jumbo Electronics.

Karim Serour, executive vice president- legal, Al Ghurair Investment LLC.

Karim is the Executive Vice President- Legal for Al Ghurair Investment since January 2023. Before that, Karim has held the position of Head of Dispute Resolution for Al Ghurair Construction and Energy sectors. A seasoned legal practitioner, Karim’s experience spans more than 22 years, holding positions in international, regional and local law firms, as well as regional corporations in trusted in-house counsel roles. With diverse sector experience, including energy, construction, real estate and food, Karim is recognized as a dedicated and insightful legal professional, with a keen focus on innovation and optimization.

Prior to his current appointment as Executive Vice President- Legal, Karim provided legal counsel to Business Unit Heads across Al Ghurair Investment, representing sister companies and subsidiaries in need of dispute resolution support.

Prior to joining Al Ghurair Investment, Karim served as counsel for several international energy, real estate and construction contractors involved in large-scale infrastructure projects. His focus on these specialties enhanced his capabilities and honed his expertise in the Middle East’s regulatory and legal framework.

Karim holds a Bachelor’s Degree in Law, along with a post-graduate diploma in International Arbitration from Cairo University. He also holds a Master’s Degree in International Business Law from Cumbria University. He was admitted before the Bar in 2002 and is a member of numerous legal institutions and bodies.

Marco De Leo, partner at BonelliErede and managing partner of BonelliErede Middle East LLP

Marco De Leo is a Partner of BonelliErede and Managing Partner of BonelliErede Middle East LLP. In addition, he involves other BonelliErede offices and law firms in African & Middle Eastern countries for cross-border matters as required.

He has extensive experience in corporate law, with expertise in establishment/break-up of joint ventures, mergers, demergers and capital transactions, extraordinary financing transactions and M&A. In addition, he focuses on private law, corporate litigation, judicial and extrajudicial and management and coordination of multi-jurisdictional transactions involving various African countries.

His key sectors include airports, automotive, pharmaceuticals, banking, fashion, and luxury goods.

Marco is a member of the Africa Team, the Luxury Focus Team, and the Shipping and Transport Focus Team. Marco joined the firm in 2005 and was made partner in 2019.

He is the author of various publications on corporate law and private law. Marco is a member of the Italian Bar and holds a PhD in international law from Trinity College, Dublin, a master’s degree in corporate law from the London School of Economics and a Law degree from the Cattolica University of Milan.

Francesco Parlatore, managing associate, BonelliErede

Francesco Parlatore is a Managing Associate based in Milan. He has an extensive experience in tax law with a particular focus on international taxation, transfer pricing and direct taxation of companies. Among his key sectors are consumer goods, manufacturing, cars, fashion, luxury goods, design, and services.

Francesco is a member of the Africa team. He assists MNE clients in tax planning and restructuring projects, tax litigation and pre-litigation phases, and bilateral tax procedures (APA, BAPA, MAP) in Italy and foreign countries, including African countries.

Francesco joined the firm in 2015 and previously worked for major international and Italian law firms specialising in international taxation.

He is a chartered accountant and holds a master’s degree in international tax law from the University of Leiden (The Netherlands), a master’s degree in corporate tax law and a degree in law and business administration from the Bocconi University of Milan.

Shaharyar Nashat, senior legal counsel GCC, Engie

Mr. Shaharyar Nashat Senior Legal Counsel GCC at Engie. Prior to this, he was serving as the Company Secretary, Director Legal and Public Relations of The Hub Power Company Ltd, and Head of Legal for Citibank Pakistan. He received a full commendation in his Post-Graduate Degree, LPC, from the University of Oxford and stands qualified as an Advocate of the Punjab Bar Council. He has an LLB (Hons.) degree from the University of London. He has successfully completed the Directors Training Program at the Pakistan Institute of Corporate Governance, and as part of the Faculty, he conducts modules on Corporate Governance including the Directors Training Program.

His areas of expertise include corporate law, competition law, banking and finance, litigation and arbitration. His published work includes articles on law, politics and international affairs in national and international publications.

Shehryar Azim, chief financial officer, RAK Insurance

Shehryar Azim is the Chief Financial Officer at RAK Insurance. He is a qualified Chartered Accountant with diverse experience across auditing, business partnering and strategy planning in both the Banking and Insurance sectors.

During his career, Shehryar have had a broad and differentiated experience in internal and external audit along with a variety of finance business partnering roles across both banking and insurance in countries such as UK, Bahrain and the UAE.

Before joining RAK Insurance in 2019, Shehryar worked as Senior Manager at EY, Vice President at Barclays, Decision Support Manager at Royal Bank of Scotland and earlier as Executive at EY.

Shehryar holds a Bachelor of Science (BSc) from the London School of Economics and Political Science (LSE).

Melissa Forbes Miranda, partner, Stephenson Harwood

Melissa Forbes-Miranda is a partner in the firm’s M&A, Corporate and Commercial practice. Having been based in the UAE for 14 years, Melissa is a trusted advisor and key point of contact to many multinational and regional clients for their legal needs across the Middle East.

Melissa has significant experience advising various cross-border and domestic corporate and commercial transactions. Her practice focuses primarily on M&A, private equity/venture capital, joint ventures, restructuring and insolvency, FDI (foreign direct investment), and corporate and shareholder disputes.

Melissa has a solid reputation for her expertise in the technology sector, having worked on various matters relating to data centres, data security, defence technology, healthcare technology, technology product manufacturing and distribution, software licensing and development, fintech, e-commerce, online advertising and media, internet of things (IoT), and blockchain/cryptocurrency.

Roula Khaled, general counsel, Khazna Data Centres

Roula Khaled is the General Counsel of Khazna Data Centres, a joint venture between G42 and Etisalat. She has over 19 years of experience leading and advising on crosser border and domestic M&A transactions (including acquisitions of data centres and telecom operators), joint ventures, finance deals, restructuring matters and on a wide variety of corporate, commercial and strategic transactions in several jurisdictions including the Gulf Cooperation Council, Asia and Africa.

Before moving in-house, Roula started her career as a private practice lawyer in Paris, Lebanon and the UAE. Here last roles were as a Regional Senior Legal Counsel at IBM where she worked on technology and consulting deals (including GBS) in the UAE and KSA and as a Regional Senior Counsel at Majid Al Futtaim Ventures where she handled the corporate, commercial, employment, IP and litigation matters, covering UAE, KSA, Kuwait, Bahrein, Qatar, Oman, Lebanon and Egypt. Before that, she spent six years as a Legal Counsel Mergers and Acquisitions at Etisalat working on a broad range of the biggest deals in the region including the acquisition of Maroc Telecom, the sale of Zantel and Canar and the merger of Etisalat Lanka with Hutch Lanka.

Roula is a Lebanese qualified lawyer. She has a Lebanese Degree in Law from the Saint Joseph University in Beirut, an MA in Internal and International Business Law from the French affiliate of the Lebanese University (Filière Francophone de Droit) and a certificate in the Essentials of Business from the American University of Beirut.

Roula is a faculty member of the International Institute for Mergers, Acquisitions and Alliances that is part of the Vienna Webster University in Austria. She gives a course on governance in M&As as part of the legal M&A Certificate Program. In addition to that, Roula was a panellist in several international legal forums and communities, including the 11th ICC Mena Conference on International Arbitration, the Legal 500 Middle East M&A Summit 2020, the Abu Dhabi Global Market panel on data and the Legal 500 roundtables on the role of in-house lawyers in cross border trade.

Salman Khalid, managing director - M&A Advisory MEA, BNP Paribas

Salman is a seasoned Emerging Markets M&A, Private Equity and Venture Capital specialist with over 17 years of experience in senior leadership roles. He is currently the sector lead for M&A Advisory for consumer/retail/tech vertical for BNP Paribas in the MEA region and till 2015 was a Partner & Board Member in BNP Paribas MENA Private Equity Fund 1. Salman is also part of an active angel syndicate with almost a dozen investments across Health tech, Fintech, Edtech, E-Commerce, Last mile delivery, Agritech in the MENAP region.  During his career, Salman has worked across fund raising and deal origination to due-diligence, financial modeling, structuring and documentation and post-acquisition management with significant cross-border transaction experience across EMEA, South and S.E. Asia . Prior to BNP Paribas, Salman worked for 3i-backed Manara Equity Partners and EMP Global in Bahrain and Washington D.C focused on infrastructure private equity investments.Salman graduated with an MPP from Georgetown University (Fulbright Scholar) and has an MBA from LUMS (Deans list) and undergrad degree in Electrical Engineering. He organizes the Georgetown alumni network in the UAE and is member of the Foundation Council for National Incubation Center.

John O’Connor, partner and head of corporate & commercial, Dubai, CMS

His expertise covers corporate and commercial transactions, including domestic and cross-border M&A, transaction structuring, joint ventures, capital raising, franchise and distribution contracts, agency arrangements, restructurings, and reorganisations. In addition, he regularly advises domestic and international businesses on their cross-border activities and inbound and outbound investments.

Louis Glass, managing partner, CMS Tel Aviv, head of TMT M&A, CMS UK, CMS

Louis heads CMS’s TMT-sector M&A group in the UK and is a managing partner of our Tel Aviv office and a non-executive member of our management board. He’s a generalist corporate lawyer specialising in tech, internet, and e-commerce transactions. Louis leads our Tel Aviv office and works from London, Tel Aviv and elsewhere as his clients require. Clients value his ability to lead inbound and outbound Israel-related corporate deals in his fluent Hebrew, unique among partners in top international law firms partly based in Israel. Having been an Advocate at the Israeli Bar from 2005 to 2019, Louis is now a registered foreign lawyer in Israel. Louis is tech-obsessed and was writing database software at 15. Although experienced in many sectors, Louis is best known for international transactions in tech assets, where he represents multinationals, large corporates, scale-ups, start-ups, entrepreneurs, venture capital funds and other financial investors on M&A, fundraisings and investments, capital market transactions, joint ventures, re-organisations and general business matters. His work is mainly cross-border and transacted in over 45 countries.

Alican Babalıoğlu, managing partner, CMS Istanbul

Alican Babalıoğlu is the Managing Partner of CMS Istanbul office. Alican’s practice is focused on corporate and M&A, private equity, capital markets and competition law. Alican advises various local and multinational companies and private equity funds on transactional and regulatory matters concerning their acquisitions or divestments in Turkey. He has substantial experience working on complex cross-border M&A transactions, particularly in the real estate, energy, infrastructure, and manufacturing sectors. Before joining CMS, Alican spent over 12 years working for an international law firm, including a four-year tenure in the London office, where he concentrated on cross-border M&A transactions and securities offerings. Alican is a member of the Istanbul Bar.

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Middle East Corporate, Commercial and M&A Summit 2023

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