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Jawad Zabar, BFC Group Holdings

I underwent my higher education in London, before I moved into private practice briefly, then onto an in-house role in commercial banking. I acted as in-house legal counsel at one of the biggest banks in the region (Ahli United Bank). I was also the legal counsel for one of the largest Islamic investment banks in the region (GFH Financial Group formerly known as Gulf Finance House). I have over 10 years’ experience in banking overall. That is when I moved to BFC Group Holdings as group general counsel and board secretary.

At BFC Group Holdings, we are the holding company for (among others) Bahrain Financing Company (BFC) which is the largest exchange, global remittance and wholesale banknote trading company in Bahrain.

My day-to-day challenges include adapting my approach to advising the business in a way which promotes and facilitates achieving its commercial and strategic objectives, while also making sure that it is protected from all legal or reputational risks which could affect any of its business or operations.

Bahrain’s GC network is a vibrant community, with a range of opportunities for networking, connecting, and sharing experiences and ideas. Bahrain is unique, due to its small geographical size and its important role in the region as a financial and commercial hub. As a result, the depth of international exposure you experience as a legal counsel in Bahrain is a great opportunity.

Bahrain is often at the forefront of adopting international best practices. Recent examples include being the first in the region to introduce the regulatory sandbox for fintech products, creating one of the first fintech hubs in the region, introducing personal data protection laws and groundbreaking electronic transaction laws. Therefore, the unique challenge is being able to navigate the ever changing legal and regulatory landscape; however, as with every unique challenge, it is also a unique opportunity.

Historically, it is not very common for large financial institutions to have their general counsel serve as board secretary, as it is difficult to find someone who is able and experienced enough to perform both roles. However, in recent times, I have seen it slowly becoming more and more common as organisations also start looking at reducing cost. It makes it slightly harder to achieve your goals on decreasing budgets; however, we are making every effort to adapt to this, as it looks like it will be a continuing economic trend in the region.

Bahrain is unique due to its small geographical size and its important role in the region as a financial and commercial hub. It is ever evolving, especially with the introduction of disruptive technologies. However, Bahrain is always looking to take a welcoming stance on these technologies and adapt to add value to the country, and simplify or foster frictionless transactions while promoting business growth. n

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Shaun Johnson, Vision Invest

I’m now in my fourth year in Riyadh. I think the training that I received in private practice in Australia and the UK has certainly helped me in terms of the transactional side of things in Saudi Arabia. But I think what really helped enormously were my last few years in the UK working in-house. I began to really hone in on developing my skills within a corporate at a senior level, and I have now been able to deploy best-practice methodologies and principles at a senior level within my role here in Saudi. The thing is, some companies here in the region have very sophisticated legal departments, some don’t, and many have functions that sit in the middle. I think when you come to the Middle East from a mature/sophisticated professional environment, you should be able to add inherent value on an individual basis. However, the key to making your success sustainable will depend on how much you’re able to implement, transfer and embed your best practices within that environment to carry on when you’re gone.

One of the things that I enjoy the most about working in this region is that you have an opportunity to add value at a very senior level, and perhaps in a more effective manner than you might do if you were working in a larger westernised organisation that has multiple layers of bureaucracy. I’m not saying that bureaucracy is a bad thing, as sometimes that’s the only way you can control large organisations. But I think in this region we have a fantastic opportunity to really influence best practice as companies start to mature and institutionalise certain ways of working.

The Vision 2030 document came out in 2016, mapping out the next 14 years. So it’s not an overnight process, it’s a long-term process, and I think, as a consequence, there can be certain frustrations that creep in. I’ve seen people who come here as expats and maybe stay for a year or two and then think, ‘This isn’t moving as quick as I’d hoped’. And I have to say to a lot of them: what did you expect? This isn’t the UK, this isn’t the US: there’s a whole paradigm shift happening here so you need to be here for the long term, you’ve got to evolve with it. I think one of the things this region absolutely values is longevity and loyalty in terms of staying in the region. I see a lot of advisers flying in on a Sunday morning and flying out at the end of the week – and that might work for some, but those who live and breathe the market here will find that that’s where the real value comes from. In terms of enablers, working in the Middle East is a stark contrast to working in other jurisdictions. In prior roles, I’ve experienced situations where some objectives relating to infrastructure were good for the national interest, but those objectives would often get mired in political football. Here, the politics are of course of a different nature, but there is unequivocal support from the top down to improve the country by stating what these foundations and pillars are in Vision 2030. This political will therefore becomes the enabler as Saudi Arabia is constantly changing and challenging the status quo in order to become world’s best practice.

So there is a strong desire and a willingness to make things happen. That is what Saudi Arabia set out in their Vision 2030 publication. The next step is implementation. I think public sector capacity building, public sector privatisation and private sector corporatisation will allow both the public and private sectors to achieve the national goals. Of course that’s going to take a bit of time, but I see progress happening every day. n

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Islamic Republic of Iran

A country mired in political football, Iran is still finding its feet again following years of tumult. With investors collectively holding their breath as the latest skirmish between the USA and Iran plays out, the country’s prospects for economic development are in a holding pattern. But behind the political theatre lies a country well placed to carve its own path to prosperity thanks to an enormous and highly educated population, robust economic and legal infrastructure, and a wealth of natural resources – all factors which, in the absence of political uncertainty, should be more than enticing to investors around the world.

Sanctions

Iran counts itself among a number of countries hit with targeted sanctions from the United States. At the heart of the current slate of sanctions is Iran’s insistence on pursuing a uranium enrichment programme, a move that some in the international community fear is serving as a precursor to the development of nuclear weapons. Negotiations between Iran, the US and the UN led to the limiting of Iran’s nuclear programme in exchange for reduced sanctions. But the so-called US-Iranian nuclear deal was famously collapsed by Donald Trump withdrawal of the United States from said deal and the reimposition of sanctions. The sanctions affect Iran’s automobile, gold and steel industries, as well as (most importantly) its oil industry.

While the sanctions, at least in the US, have been hailed as a political success and devastating to Iran’s economic capabilities, the reality is more nuanced. The chief effect of the sanctions it that the country’s oil output has declined, which has reduced the government’s revenues and, by extension, its ability to invest in much-needed infrastructure. Long touted as a ‘resistance economy’, Iran is undoubtedly feeling the pressure, though one only has to look as far as the other targets of the United States’ financial wrath – the likes of Venezuela – to see how much worse things could be. Still, the World Bank has ranked Iran towards the bottom of its projected economic growth rankings for 2019 – only being saved from the very bottom by Nicaragua – and the price of basic items has, in some cases, tripled in the past year, providing further cause for investor anxiety, as social discord can only increase under such conditions.

The effect of the older sanctions has been to stymie the overall development of Iran, at a time when other emerging markets have been able to pull ahead and enter a class of their own. Majid Sadjadi Nejad, founder and CEO of Iran investment firm Rostam Capital, compares Iran to another one-time emerging market: ‘China is celebrating its 70th year now, but until 20 years ago they were way behind the Iranian economy if you look at it as an investment destination. For Iran, it’s just a question of getting it done and accelerating it.’

The degree to which these latest sanctions have affected the Iranian economy depends on who is asked, but the indefinite nature of the sanctions and an apparent diplomatic stalemate between Iran and the US has investors holding their breath, awaiting some signs that the country is past the threat of further instability or worse, war.

‘Clearly, it’s a difficult market,’ says Richard Adley, CEO of First Frontier Capital. ‘There’s no way of getting around it – the sanctions aren’t making things any easier and yes people are turning away, but equally, that doesn’t mean there aren’t opportunities – companies still need financing, and the economy still goes on. Yes the currency is devalued, but the reality is it has stabilised and, for the moment, it isn’t getting worse. And it’s probably not going to get worse – it’s just a matter of how quickly it’s going to get better.’

Not like other economies

Like many economies in the region, Iran’s is largely built on oil and gas production – but the specifics of its construction mean that Iran may be better positioned than its close neighbours to take advantage when the doors to foreign investment finally open fully.

‘People always think of the country as oil-dependent, but around 70% of the GDP is non-hydrocarbon,’ explains Sadjadi. ‘The majority of the government revenues are hydrocarbon, so there’s always confusion. But it is a different economy to many of the others in the region – hydrocarbon is a minority part of it.’

It is this economic fact that has saved Iran from the fate of Venezuela, which is crumbling under US sanctions on oil due to the government’s reliance on oil exports for revenue.

Another factor that distinguishes Iran from past examples of emerging markets in the region, or current examples of emerging markets around the world, is that the country enjoyed a bustling economy long before the scandal and political animosity that has been present from the 70s onwards. Unlike others, there are decades of pre-established processes and infrastructure – physical and otherwise – to lean on.

‘Iran isn’t an emerging market – it’s a re-emerging market,’ says Sadjadi. ‘When we worked China, or countries in the former Soviet Bloc, you had to wait for industrial and economic infrastructure to be developed before you could do much. All of those exist in Iran – they just need to be brought up to international standards.’

‘You have foreign investor protections – legally, you’re very well protected,’ adds Adley. ‘It’s an economy and a country that is re-emerging, rather than emerging. It has had previous good relationships and development that has gone on, they have still maintained good relationships with parts of Asia and Russia.’

‘Some of the technology and technical infrastructure may be creaking at the seams or underinvested, but that’s more of a bandwidth problem rather than a functional, basic operational capacity.’

‘There are many enablers for the Iranian economy,’ argues Sadjadi. ‘It has 10% of the world’s crude oil reserves, along with gold, platinum, LNG – and all of this needs to be extracted efficiently. Iran had state-of-the-art technology 30 years ago, but very little new investment has been able to go into it because of the sanctions.’

It’s the holding pattern, imposed by the aforementioned sanctions and general uncertainty, which functions, in large part, as the true ceiling to Iran’s development in the coming years. While the UAE and Saudi Arabia are thinking about large-scale economic diversification and modernisation initiatives, Iran is still waiting to see how its complex diplomatic problems shake out before uniting behind a comprehensive vision for the future.

‘It’s very hard for them to have a long-term vision because they don’t even know where they are day-to-day or week-to-week. So you don’t have that big clear picture,’ says Adley.

Human capital

This uncertainty has meant that Iran has not enjoyed the influx of wealth and human capital into the economy that other Middle Eastern nations have; a factor that is economically limiting in and of itself. But, unlike certain other economies, Iran has a population of over 80 million, many of whom are highly educated – so there is already plenty for business to leverage off.

‘It’s a real economy,’ explains Adley. ‘80 million people with real domestic people – that 80 million is not like the UAE or Qatar, where it’s made up of expats. It’s a real, domestic, functioning economy. So there’s less of that need to follow the Saudiisation or Emiratisation that’s going on, because the nature of the demographics isn’t the same… it’s a real economy that functions and it has real exports and real production other than the hydrocarbon.’

‘The country needs to preserve its human capital,’ says Sadjadi. ‘It is one of the highest educated rates in the world, and much of that is in the science and tech areas. Ordinarily, you would need to wait a generation to produce that in a newly emerging economy, as opposed to Iran, which is a re-emerging one.’

Local human capital notwithstanding, there are things to be said for fostering a multicultural, international workforce.

‘The whole international business environment, it brings a lot of new learning,’ explains Mozhdeh Pourmand, managing partner at Andisheh Consultancy Firm in Tehran. ‘It’s not only technology – it’s the know-how: how to work, how to improve, how to develop. I have seen the difference – especially now I’m working with a state-owned holding and at the same time working with multinational companies – and I can see the difference in every inch of the business they are doing: the efficiency, the integrity, the transparency of the work. So as a personal wish, I think that would be a door for improving the whole country’s economy.’

Under sanction

In Iran, having a permanent in-house counsel isn’t common. Outside of the large, state-owned enterprises, many businesses choose to rely solely on external advice, or even make use of external in-house specialised advisory services. Mozhdeh Pourmand is the managing director at Andisheh Consultancy Firm, which provides external, in-house legal services.

‘In most companies, they do not have very much in the way of a legal department. The contract is usually handled by the procurement department, so unless they face really big issues, they do not have that intention to go to a lawyer. But, there is an exception – the state-owned companies, they do have an in-house department, all of them,’ she says.

‘I think it is because of the size of the businesses and the nature of the work they are handling. They’ve got the budget from the state and there are a lot of internal audits that come with that – one of the requirements for them is to have a legal department to be able to respond and cooperate with the auditing.’

Given the kinds of issues likely to be faced by companies operating in Iran, this may be surprising – especially given the increasing extra-territorial reach of anti-corruption, anti-bribery and data protection regulations, as well as the much-needed modernisation of legal infrastructure that is somewhat underway, but expected to boom if sanctions are lifted and Iran’s economy begins to improve.

‘There are increasing regulations in each sector, but that has a cost – so you have to see an economic benefit to that cost,’ says Sadjadi.

‘That’s what is being held up. Everyone knows it has to be done – the regulatory infrastructure has been out of touch for the past 30 years compared with international ones – so there’s a lot of catching up to do on the legal structures enabling trade, foreign ownership, and various things like protection of foreign investments.’

Given all of this, an underdeveloped in-house ecosystem is not ideal. Pourmand sees a shift on the horizon, however, one which she hopes will see increasingly educated and innovative law graduates push the profession in Iran forward.

‘One thing that comes first to my attention is the change in the fresh graduates becoming junior lawyers. In contrast with my time, many fresh graduates know English, so they try to use English and Arabic together with use of technology to access new concepts of law and, usually, these new legal concepts are linked to the business,’ she says.

‘What I am hoping and what I am seeing is that, maybe in the next ten years, we have more attorneys whose state of mind is more similar to the European lawyers or even others around our region – not that old-fashioned litigator working solo and not pursuing any self-improvement.’

Still, as with much of the business world in Iran, such change is stymied by the same factors: lack of maturity in the business environment, together with geopolitical uncertainties.

When to strike

While sanctions on Iran damaged the economic outlook for the country (the World Bank’s forecasted growth for Iran was revised down to -4.5% after the US reimposed sanctions), there is a sense that these will not last forever. If the pre-sanctions growth estimates are any indication, when the day comes that the sanctions are lifted, there are blue skies ahead for the country. Because of this, optimism is easy to find.

‘Firms who are already into Iran and that wanted to disengage, generally have disengaged a long time ago, and it was almost a knee-jerk decision. We certainly see that the rate of attrition is slowing down now, so it’s down now to a trickle of people leaving rather than a flood and, at the same time, people are now more receptive to the idea of business. So the mood has switched from negative to neutral, going toward the more positive end of neutral,’ says Adley.

‘Emerging markets, by their nature, are volatile. Historically, in emerging markets there was a continuous revolution or political changes and what you’re seeing is a certain stability, even if it’s autocratic rule, but at least the stability you’re getting. Whilst it may not be attractive to us in the West or what developed markets would call an ideal scenario, at least some of these markets have stability. And, with stability, you have a clear investment horizon.’ n

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Dr Saleh Al-Oufi, TAQNIA

The Saudi Technology Development and Investment Company (TAQNIA) was established in June 2011 by Royal Decree to localise technology in Saudi Arabia and commercialise outputs of R&D centers. TAQNIA invests in technology that contributes towards Saudi Arabia’s economic diversification. TAQNIA is owned by the Public Investment Fund (PIF), which drives strategic and sustainable diversification enabling growth in different industries in Saudi Arabia. TAQNIA exerts all of its efforts to be fully aligned with Saudi Vision 2030.

My role as a general counsel is guiding and monitoring the legal affairs activities in TAQNIA Holding and its subsidiaries. As a general counsel for more than 17 years, our legal department work relates to guiding the company to its objectives. To be more illustrative, in recent years the role of our department has broadened far beyond narrowly defined legal matters to encompass such things as risk, compliance, finance, regulation, human resources, and business issues. Our department is becoming increasingly involved in matters that are not strictly legal, such as risk management and business strategy, especially in the area of risk management.

Saudi Arabia has initiated the 5 years development plan since 1975, so that the recent 2030 vision plan of modernisation is built on the progress of its antecedents as each generation benefits from the progress of past. Nevertheless, a new generation of the leaders brings with them new challenges and impetus for development, such as the Crown Prince unveiling of Vision 2030, an ambitious programme of development for the Kingdom. The Crown Prince noted that “Our Vision is a strong, thriving, and stable Saudi Arabia that provides opportunity for all”. Accordingly, I see my role and the role of every legal professionals is increasing as the Vision 2030 outlines economic development among several specific goals and initiative for the Kingdom to achieve. In the economic sector, regulations have been streamlined to encourage foreign investment, and that will lead to the emergence of key opportunities for partnership in a number of industries such as manufacturing, and technology transfer. These efforts will provide opportunity will provide all Saudi legal professional better opportunities to participate in the execution of the 2030 Vision of the Kingdom of Saudi Arabia.

For my role – or for that of any legal professional – it will make for a better environment to work with the changes that have been made and improvement to laws and regulations in the Kingdom. TAQNIA will have more opportunities for business as the 2030 Vision mandates localisation of any government-made contract which may reach 45% of the contract value and thats excellent for those companies that are well established in technology development like TAQNIA.

In general, Saudi Arabia will become a more open society, with more modern education and healthcare, which are the fundamentals of any society. In addition, employment opportunities for both male and female will expand, as society will become more open and accepting of a working environment in which females and males work side by side. n

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Mozhdeh Pourmand, Andisheh Consultancy

I’m one of the shareholders and partners at Andisheh Consultancy, a consultancy firm giving advice to both Iranian and multinational companies that are working in Iran. I work with companies that usually don’t have an in-house legal function, so we fill the role of in-house but on an external contract, doing the day-to-day business, general legal advisory, contract review, corporate restructuring – everything that an in-house lawyer would do for them.

In Iran, it’s not common for companies to have an in-house legal function – even for the big companies. Contracts are usually handled by the procurement department, so unless they face really big issues, they do not have that intention to go to a lawyer. But, there is an exception: the state-owned companies – they all have an in-house legal function. Because of the size of them, as well as the nature of the business they are handling, they are an exception. They receive the budget from the state to do so, but they also have to deal with internal audits by the government and it is a requirement that they have a legal department to be able to respond and cooperate with this.

When you are in-house, you become an employee, so there are other aspects of an employee-employer relationship – whereas working as I do, in my opinion, has a mutual benefit for both sides. The company does not have to have the financial burden and the overhead for having a full-time employee, so they will not have to deal with the employment contracts, social security obligations and so on, but at the same time, they are receiving an adviser. I think the best terminology for what we are trying to present to the clients, would be like an externalised or a shared service centre.

We are trying to match the culture in our country to the standards that the FCPA or the UK Bribery Act set out. That does tend to require a huge effort and time investment, in terms of training and investigating, to build up that culture.

I think I can say, in a very general way, attitudes do come from the culture of the region rather than the company. So I have experienced the ‘senior’ approach from companies based in Europe towards using in-house counsel, and their approach to any issue in disputes is more or less the same. Compared to our neighbouring countries, you see that the business culture is very much linked to the region they are coming from.

Arbitration is a new concept in Iran. I myself try to advocate that, and I try to promote it in the contracts. Arbitration is especially easier when one of the parties is not Iranian because, for them, it has a very significant privilege: they can choose their own arbitration rules and their own place of sitting, so for them it’s already very much accepted. But, for the local companies, the Iranians, we try to point out different reasons why the arbitration can be a better replacement for litigation.

For litigation, companies really try and see if there is any other settlement option, because it is time consuming, it’s expensive, and you can never predict the results – especially if the case is blurry; you cannot give clear advice on that. So they will try to make a settlement; if there is a debt collection, they will prefer to agree to receive it partially in cash rather than going through court procedure, even if it means they might receive it in four or five years. n

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United Arab Emirates

Internationally, the Middle East is often seen – at least in a commercial sense – to revolve around the United Arab Emirates. In many ways, it does. For a combination of reasons – mostly financial – the country’s business environment has matured at a speed far beyond its neighbours. That the UAE largely shares a legal history with the rest of the Middle East makes the country a fascinating case study: why has the UAE managed to position itself as a hub for international commerce, when many of its neighbours have not?

Big brother UAE

‘As in-house counsel for this region, you’re operating in an environment which Transparency International will tell you is some of the most challenging,’ describes Bruce McAlister, general counsel for GE’s Global Growth Organization. ‘The UAE, obviously not. The UAE is far more mature and the ease of doing business, and business conduct, is very good.’

It’s this maturity that has allowed the UAE to become the region’s business paragon, with the commercial certainty that follows. For a company looking to invest capital in the region, a jurisdiction in which avenues of dispute resolution are clear and plentiful, and in which the legal system is accessible and, above all, fair – is critical.

‘For the region, it is very much on a jurisdictional basis. In the UAE, you have a good judiciary here. You’ve got a good, competent judiciary, and you’ve got good arbitration and mediation forums. So you have the ability to predict the outcome,’ says McAlister.

‘The UAE obviously have spent a lot of time training up their judiciary and spending a lot of money and resources on it.’

This maturity isn’t by accident, and it extends to nearly all facets of business life in the UAE. Seeing the opportunity and knowing what a barrier uncertainty can be, the UAE has made a concerted effort to develop its business and legal infrastructure to encourage businesses, both local and international, to set up in the country – and stay there. While vestiges of older times still exist in this respect, the UAE has moved fast – and continues to do so – to achieve its goals.

‘The UAE is highly regulated,’ continues McAlister. ‘It has looked to best practices around the world in terms of regulation. So for example, for nuclear, the regulations of creating a nuclear authority and nuclear regulatory bodies were all taken from best practice and from regulations that have been permeating throughout the world.’

For instance, the bones of UAE’s labour laws have been in place since 1980 – a time vastly different from the current era of towering skyscrapers and hundred-million dollar super yachts. It is no surprise then that these have been a priority for the governments in UAE, and this year. The last 24 months have seen a slew of proposed and enacted regulations, as well as decrees to flesh out the underlying law – bringing in concepts such as multiculturalism and anti-discrimination. This is part of a wider push by the government to sell the country as a tolerant one – in fact, 2019 has been designated by the government as the ‘Year of Tolerance’. This interplay between the definition of a goal and the willingness by the arms of government to enact meaningful change in order to achieve it has been characteristic of the UAE, and goes a long way towards explaining the country’s meteoric rise on the world business stage.

Paved without gold

Today, the UAE’s reputation precedes it. However, the legal infrastructure supporting the country and its towering skylines began life further afield in Egypt. This, say general counsel, has informed the legal development of the Emirates and Dubai in particular – and still colours business today, as the country sources best practice from all over the world to build a haven most compatible with international investment.

‘The Gulf Cooperation Council (GCC) legal systems are mostly based on Egyptian systems,’ explains Fady Zedan, senior counsel at Kuehne + Nagel. ‘When the Gulf was coming up, they hired Egyptian law professors to put the constitutions, the legal systems in place. Some countries actually developed to the point that they ran faster than Egypt – for instance, Dubai – and some stayed in the same position they were in 40 years ago.’

“The last 24 months have seen a slew of proposed and enacted regulations, as well as decrees to flesh out the underlying law.”

Because of this quirk of history, the UAE’s constitution prescribes a civil law jurisdiction, and distinguishes between two sources of law – those at the local level (passed by the individual emirates that make up the UAE) and those at the federal one (passed by the federal government and applicable across the Emirates). As in other civil law jurisdictions, the legal principles on which the country is governed are codified as opposed to sourced eclectically as in common law. When the UAE constitution was enacted in 1971, it was inheriting the civil code of Egypt, which itself was largely built even earlier, at the start of the 20th century.

‘If you look at this civil law for example, they have a civil procedural law, which talks about procedure. And you have the civil law itself, which talks about the rules and the substance of the law. Now, for the whole of the GCC – let’s say Qatar, Saudi, Kuwait, the UAE – take the Egyptian law, and you’ll find the exact same article but with a different number,’ Zedan explains.

‘If you compare the dates, you’ll find that the Egyptian law was put in when the British were in Egypt in the 20s and 30s. Here, it’s the 70s, but it’s pretty much the same thing. Whenever I am faced with a legal issue in the Middle East, I know that whatever I know in one country will be reflected in the law of another country, but under a different article.’

This combination of the rigidity of civil law and the inheritance of Egypt’s ageing legislation is not conducive to a bustling destination for international business. But, despite similar beginnings, experiences of these legal systems differ greatly between each country in the Gulf. This, Zedan says, is because of innovation and, in particular, the UAE’s willingness to modernise.

‘Take Kuwait, for example. If you go to Kuwait, you will find that the legal system and the government regulatory environment is similar to Egypt – it’s like a photocopy. Here in the UAE, it started like this, but then they developed. I think innovation plays a big part in this – the e-courts, the e-filing systems – these help a lot in terms of efficiency,’ he says.

‘In Egypt, you can have a labour case go up to seven years, and then you get a final verdict. Here in the UAE, you can get it in a year, maximum.’

The efficiency comes at a cost – quite literally. Whereas filing a dispute with courts in Egypt will cost very little, in the UAE, things are more expensive. This may deter would-be litigants to a degree, but the efficiencies that courts in the UAE have been able to achieve have changed the perception of dispute resolution when compared to Egypt, where the threat of a multi-year court battle is real, and enough to make parties consider other, more amicable resolutions.

‘Dubai made a more efficient system – how the cases get assigned to the judges, how the judges manage their time. Yes, some people still complain about how slow the justice system is in Dubai and in the UAE. But, in the UAE especially, I think compared to the rest of the region, it’s very developed.’

Position of general counsel

What results from all of the legal history, rapidly expanding infrastructure and ferocious desire by government to be seen as a suitable business destination, is an environment in which in-house counsel are critical – and one in which the top stakeholders recognise their value.

‘I would say there has been some maturity and understanding of legal’s role,’ explains Zedan. ‘You see this in companies which were outsourcing everything to the law firms – now they are hiring general counsel.’

Like the rest of the Gulf, the UAE suffered during the global financial crisis. As a newly developed nation, the tumult of that time forced business to confront issues it had largely managed to avoid during its prosperity.

‘There were lots of disputes about collections – companies not paying each other. And at this point, I think they realised the problem – you know, are contracts in place? What safeguards do we have? It wasn’t like the good old days where the money was flowing all around the GCC and everyone was happy, and everyone was being paid on time,’ explains McAlister.

‘I think that from [the UK], there was clearly a push by the in-house legal team to get recognition, to get onto the board. Here, it’s a pull. The board, having to deal with the types of issues [that you deal with in this region], have pulled the general counsel onto the board, pulled to place senior counsel into leadership positions and realised very quickly that they needed competent lawyers to be able to handle it.’

Local hospitality

The history of the UAE – and the same is true of much of the wider region – is such that, regardless of the dispute resolution infrastructure in place, business tends to lean away from disputes. While this was easier pre-financial crisis, a culture of relationship preservation has remained.

“The DIFC is an answer to those wanting to do business in the region, but are unable or unwilling to submit to the civil system, with its rigid and often outdated laws.”

‘When I look back in terms of our major disputes in the region, it’s always none – I mean, there’s very few. I don’t know if that’s just a reflection of the folks that we deal with or the nature of the specific industry we’re in,’ says Dzul Bakar, vice president and general counsel at Shelf Drilling.

‘In our business, I think there is this view, from a service contractor point of view, that we are interested in long-term work with the client. Invariably, there will be some disputes, but we try and resolve it as amicably as possible. No doubt, sometimes, from a contractual point of view, you feel strongly that you are entitled to something, but in the interests of future work, you compromise.’

International hospitality

The UAE and, in particular, Dubai, have never seen the need to eschew their local jurisdiction entirely in order to attract foreign investment. It has shown there that the two are not mutually exclusive. An often negotiated point in any cross- border deal is choice of jurisdiction and law, and Dubai has recognised this and created a way to make life easier for those doing business within its borders. The city of Dubai built the Dubai International Financial Centre in 2004 as a special economic zone. Operating as an independent jurisdiction, the DIFC has its own civil and commercial laws, which are codified in English and default to English law in the case of any uncertainty.

‘This is where Dubai played it smart, because they made the DIFC. If you are coming from the UK, or coming from another common law jurisdiction and you’re establishing a company, you might be hesitant to go through the local legal system; you still have the choice to use common law. You don’t have to be based in the DIFC to submit to the law of England and Wales,’ explains Zedan.

The DIFC is an answer to those wanting to do business in the region, but who are unable or unwilling to submit to the civil system, with its rigid and often outdated (having been inherited from the Egyptian system) laws. It is being used to great effect too, growing in popularity each year. In 2018, the DIFC reported a record-high 437 new company registrations, a 15% increase in active registered companies to 2,137, a 15% increase in financial-related firms registering with the DIFC to 625 (including over 80 registered fintech companies), and an increase in net profit of 11%, raising the profit to USD$88m. These numbers put the DIFC squarely on track to meet its ambitious goal to triple in size by 2024. The global appeal of a zone such as the DIFC is also apparent in the diversity of the businesses it houses: the Centre reported that at the end of 2018, the DIFC’s resident companies are 36% Middle Eastern, 33% European, 11% from Asia and 10% American, with the remaining 10% from other countries.

GC abroad

Despite the lengths to which the Emirates has gone to ensure a comfortable business environment, it’s still an adjustment for the flock of legal personnel that find themselves serving in the UAE. The differences are still there. But, after all, it isn’t homogeneity with the rest of the world that draws expat general counsel to Dubai and the UAE. It is the challenge of difference.

‘One of the reasons why I wanted to move was that I was very much a Swiss product, and I knew that at some point people would potentially challenge me in my ability to adapt,’ explains Joanne Fischlin, head of corporate, external and legal affairs for Microsoft’s Gulf operations. After spending the first years of her in-house career in various Swiss companies, she made the move to Dubai as the senior legal counsel for Firmenich in 2013.

‘You know, as a female, if you go to the Middle East and you’re successful, it pretty much clears that question out of any line of questions in your future career.’

‘I think the big difference when I moved to Dubai is more the cultural sensitivity; understanding the codes and things like not taking offense if you have to get out of the room for the males to make the compromise because they just won’t do it in front of a female. You have to understand that sometimes you’ll be confronted with situations where you’re just going to have to accept that it’s not the way it’s done In your country, and it’s nothing against you, it’s just culturally different.’ n

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Majid Sadjadi Nejad, Rostam Capital

When starting Rostam Capital, what we saw was a gap between the markets in the Middle East – essentially the Silk Road countries – and the international capital markets. They’ve been out of touch or have never been part of the recent evolution of the market, so that in itself makes transactions and investment more expensive. We had access to the people who were on the ground in the region, and people who have been active in global capital markets for a long time, so by combining those too, we thought that we would be able to accelerate the economic development and make it easier for both FDI and exports.

Iran has always been a part of Rostam’s portfolio. There’s a population of more than 80 million people but, internationally, there is very little known about the economy – whether that’s the country’s fault or not.

Part of the struggle for Iran is that although they have highly educated people there, they don’t have the international hands-on experience. The textbook approaches they have may be wrong, or at least not up to date with the latest techniques. As a country, they have been out of touch with the global community because of the sanctions that were introduced over the past decade – and when you think about the huge evolution that took place in capital markets after 2008, they missed out on being part of that evolution.

Iran is a different economy to many of the other ones in the region – hydrocarbon is a minority part of it. That message is one that the country has not got across, so they have more than 80 million people going about needing all of the basic consumer things, finance, retail, everything – that brings a whole massive economic ecosystem in itself. Because of the sanctions, they’ve had to pretty much be self-sufficient on much of that, which in turn means you don’t have the economies of scale of being part of the global market.

It is inevitable that Iran will be an economic powerhouse, whether it’s during my lifetime or not. It is one of the largest domestic economies: almost everything you invest in or set up – be it production, basics, technology, engineering, anything really – you’re already hitting with a large domestic market.

Tech transfer is what is needed to upgrade the economy and industrial base. What’s unusual is that, when we consider the rest of the Silk Road, Iran is the only one that is not an emerging market. It’s a re-merging market. When we worked in China or the former Soviet Bloc, you had to wait for industrial and economic infrastructure to be developed before you could do much, but all of those exist in Iran – they just need to be brought up to international standards. In theory that’s a much quicker route, but to do that well, you of course need foreign partners and access to the latest thinking.

Every investor that has asked to be shown around the country has, within a few days, said ‘This is not what I was expecting at all, this is a real economy with real people – it’s very safe and welcoming.’ Once people get there, people realise that the perceived image internationally is very different to the reality on the ground. But, of course, you have to get people there. n

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Bruce McAlister, GE Global Growth Organization

I’ve been with GE just over 20 years. In that time, 14 have been in the UK and now over five have been in the Middle East.

I think the challenge of being able to operate here from a multinational corporation is with distance from headquarters; as soon you have distance from headquarters, it slows down the ability to react, while at the same time your commercial deals progress quicker. You want fully empowered, competent, experienced legal counsel being able to do some of your deals. The size of the deal, in this region, especially the type of infrastructure projects that we get involved with (which are in the health, power, aviation, and removal sectors) are large. They can run from hundreds of millions to billions of dollars.

I think the role of the general counsel in this region is multi-faceted. You are having to tackle a lot of issues, and there is scarcity of resources. So when you have to build up a team that is competent and qualified, you are fighting for resources and I think the key thing is, it will be resources from the region. My experience has been that being able to have an Arabic speaker is important – someone that can understand the laws in these countries. Most of [the laws] are codified, but you need someone that can understand Arabic and deals with the customers, but also deals with the laws. Because you are contracting out of the local office and you’re working with the government, you’re contracting under the local laws.

There’s a requirement for steady hands – someone that has had the experience to be able to sift the business leadership – so the business leadership was constantly looking for that trusted adviser to drive strategy, be that commercial strategy adviser, fill that stewardship role of being able to protect the brand and reputation. You’re operating in a region which Transparency International will tell you is one of the most challenging – but, within that, the UAE obviously not. The UAE is far more mature in terms of ease of doing business and business conduct – it is very good. But you leave the UAE and it becomes very challenging. If you look at the likes of Iraq, Egypt, Tunisia and Pakistan – those are difficult jurisdictions to operate in.

In terms of the stewardship role, there’s a lot of challenging work that you’re undertaking when you’re dealing with large engineering deals, B2B-type arrangements and large consortium agreements. We’re always dealing with partners, and you’ve got to be very careful about who you select as a partner, because you know we all are subject to the extraterritorial reach of the Bribery Act and the Foreign Corrupt Practices Act.

We know that obviously there is a legal side to this, but your brand can be impacted so badly by choosing the wrong kind of a partner to go into a major transaction with. It’s quite a role to try and do here in the Middle East. It’s work keeping your company and its resources safe. If you’re operating in some of these countries, you’ve got to make sure you’ve got a safe environment for your employees, that you know your employees that are coming into that country, and you’ve considered all the measures that are required to protect them when they come in. n

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Hashemite Kingdom of Jordan

Since 2009, Jordan has faced a raft of challenges: the global financial crisis, the Arab Spring, border closures with Iraq and Syria, as well as a massive refugee influx. These events have placed immense pressure on Jordan’s economic and political prospects. Yet, despite this, Jordan has retained its status as an important commercial hub within the Middle East.

Jordan is proudly described as the business capital of the Levant. Despite lacking valuable oil and gas reserves, it has managed to build a strong economic base around its manufacturing, finance and banking sectors.

‘The business environment in Jordan is safe, stable and secure, especially when compared to the countries that surround it. This is a big advantage for Jordan,’ explains Abdelrazzaq Al Shurbaji, assistant vice president and legal counsel at Citibank.

‘A lot of countries situated around Jordan are experiencing challenges. In comparison, Jordan has become quite a secure environment. It has become an attractive place in the Middle East to work and to invest.’

Jordan is located at the crossroads between Asia, Africa and Europe. Linah Yazbak, legal and compliance manager at Ferring Pharmaceuticals, says Jordan’s location makes it an ideal base for large multinational companies.

‘Jordan is well placed – it acts as a hub for international companies operating there due to its strong relationships with a number of global markets. Luckily, it is one of the most secure and stable countries in the Middle East,’ she says.

Only the beginning

Jordan’s reputation as a stable and secure business environment has made the country a desirable location for in-house counsel within the Middle East.

‘Jordan’s stability and strategic location have been reinforced with sound economic policies and a vision to ensure that Jordan will become a key market in the MENA region,’ says Dr Wadah Hajjat, legal adviser at the Jordan Investment Commission.

‘Jordan stands to be an active partner in the reconstruction and development of neighbouring markets, too. All of these factors have made Jordan a unique place to be an in-house counsel.’

Despite lacking oil and gas reserves, the country has managed to build a strong economic and commercial framework. Its business activities are varied: from the exportation of manufactured goods such as pharmaceuticals, to building a robust financial sector and promoting foreign investment in initiatives such as renewable energy.

‘The investment atmosphere in Jordan makes it easier for investors to come and establish their businesses here,’ says Dr Kamal Jamal Alawamleh, legal counsel at Arab Telemedia Group.

‘Overall, the legislation itself, the legislator and the close relationships which we have here in Jordan have made the country an attractive destination for investment.’

Despite an overall positive environment, legal ambiguities have made doing business in Jordan problematic at times. Combined with the introduction of a host of new laws and regulations, in-house counsel have had to ensure they remain at the forefront of what can seem like a constant stream of new developments. And, as Jordan continues to develop its legal frameworks, in-house counsel in the region will be exposed to a wider selection of business opportunities. As the push towards boosting investment and strengthening Jordan’s economy continues, the need for well-trained and in-house counsel stands to become even more essential.

A hard pill to swallow

In particular, the stability of the business environment in Jordan has been favourable in helping develop its export industry. Its main exports include textiles, potassium, phosphates, fertilisers and pharmaceutical products. Its main export partners include the United States, India and Saudi Arabia.

‘Jordan is a vital country in the Middle East. Although parts of the region have been hit by political instability in recent years, continued economic and population growth have continued to present some strong export opportunities,’ explains Yazbak.

One area where companies are capitalising on the strong export opportunities available in Jordan is the pharmaceuticals industry. Jordan is a leading pharmaceuticals manufacturer in the MENA region. A major international player in the industry is Swiss multinational company Ferring Pharmaceuticals – which bases its Middle East headquarters out of Amman.

‘Ferring decided to have their regional offices for the Middle East and Africa region based in Jordan over 20 years ago. We are based here for taxation purposes, marketing issues and for manufacturing reasons,’ says Yazbak.

In-house lawyers working in Jordan’s pharmaceutical sector are regulated by the Ministry of Health. The industry is also under the close supervision of the Jordan Food and Drug Administration. Having worked at Ferring for the last four years, Yazbak has overseen a range of legal and compliance matters.

‘I have been managing the compliance team for the whole Middle East area, which includes the Levant, Turkey, and Africa. My role is split into two parts: legal and compliance. On the legal side, I provide advice, guidance and legal interpretation to clients within our organisation,’ she says.

‘I also manage compliance across the region. One area where we need to provide specific advice is in relation to the “Sunshine Act” from the European Union.’

The legislation that Yazbak refers to strengthens the transparency obligations between pharmaceutical companies and healthcare professionals. The government of Jordan considers the pharmaceutical sector a crucial part of the economy. Ensuring the industry adheres to both local and international standards is fundamental in maintaining its status as a pioneer within the industry.

Cashing in

The Jordanian economy is highly dependent on its banking and finance sector. It plays an important role in fostering stability and boosting economic growth. One of the leading financial providers in Jordan is Citibank.

Al Shurbaji has been running legal operations at Citibank for the last four years, and has overseen a large portfolio of legal work.

‘My main responsibility is to provide local and cross-border assistance for legal. This means providing proactive, timely and accurate support to all of the departments and regional lines,’ he says.

‘Living in Jordan and working as in-house legal counsel can be a challenge, because you need to find a balance between building revenue within ongoing projects and protecting the entity at all times.’

Although this is a common challenge faced by in-house counsel, ambiguities within the Jordanian legal framework can make overcoming this more difficult.

‘Sometimes there is a lack of laws and regulations governing specific transactions, so you have to study the transaction very well and you have to advise in terms of your interpretation of the law or regulation. This is very challenging for legal counsel here in Jordan,’ says Al Shurbaji.

The government of Jordan has tried to combat legal ambiguities by introducing new laws and regulations. Over the last five years, in-house counsel working in the banking and finance sector have been at the forefront of major regulatory reform.

Al Shurbaji has overseen the implementation of new laws in areas including insolvency, bankruptcy and property law. With more regulatory changes expected in the future, in-house counsel working in the banking and finance sector require a sound understanding of what new laws mean in relation to the current legal framework.

‘The government is working on new laws and regulations which support the financial market here in Jordan,’ says Al Shurbaji.

‘When new laws are introduced or implemented in Jordan, you still need a solid understanding of what exactly the consequences of these new laws are – this is a real challenge we face here in Jordan.’

Investing in the future

The Jordanian government has also introduced new regulations supporting investment initiatives by local and national enterprises. Hajjat says the aim of the Jordan Investment Commission is to be a strategic partner to help facilitate international investment.

‘Jordan aims to attract, encourage and promote domestic and foreign investment to all sectors which are covered by investment law, which include industrial, agricultural, tourism, media, vocational and services industries,’ says Hajjat.

‘I work in the legal and policy studies department. With my colleagues, I work to develop a more attractive framework for investment. I review comparative studies among various investment laws and make recommendations aimed at improving Jordanian investment law.’

Legal advisers such as Hajjat are at the centre of improving regulations for prospective investors in Jordan. The Commission was formed in 2014 in an effort to stave off the prospect of corruption facing potential foreign investors, unifying what had previously been a disparate set of agencies.

‘It is important to ensure that we promote a sustainable and attractive investment climate, activate economic movements, enhance confidence, develop and organise the investment environment, as well as increase exports,’ he says.

‘Accordingly, all sectors were given the same incentives – with some extra incentives to the information and communication technology sector.’

The push towards boosting foreign investment has been particularly prominent with regards to sustainable and renewable sources of energy, with an aim to have 10% of all energy in Jordan sourced from renewables by 2020, as outlined in the 10-year National Energy Strategy.

‘We do not have an abundance of natural resources here in Jordan. I think one of the things that support Jordan’s economy is investment opportunities. We have a lot of projects related to solar and other renewable energy. These projects are supporting the industry here in Jordan,’ says Al Shurbaji.

Jordan’s renewable energy sector is developing quickly. According to the BloombergNEF Climatescope 2018 Index, Jordan is ranked as the third most attractive investment destination for renewable energy. Placing third out of 103 countries is a huge achievement for Jordan, explains Shurbaji.

‘I believe that new legislation, and continuous legislative developments in Jordan have played a fundamental role in this achievement,’ he says.

‘For in-house counsel in the region, this presents an opportunity to gain more exposure and work on different transactions. This is a very important point for in-house counsel, as more investment presents more opportunity within the Jordanian legal market.’

It's showtime

One area where new investment opportunities might come as slightly more of a surprise, is within the film and television industry in Jordan.

‘Economically, Jordan does not have oil or gas reserves. The only source of revenue it does have derives from within the Jordanian people and their efforts to improve,’ says Alawamleh.

Arab Telemedia Group is one of the most popular production companies in the Middle East. Established in 1983, the group is known for producing award-winning Arabic TV series and films. One of the main legal responsibilities as legal adviser of Arab Telemedia group is overseeing the registration of new scripts, says Alawamleh.

‘We protect against copyright by registering scripts with the relevant authorities. We buy scripts for different TV shows. As a result, we have to register these scripts with the National Library here in Jordan,’ he says.

With Jordan’s location in the heart of the Middle East, Alawamleh says that there are opportunities apparent in utilising the varied talent that ends up residing in Jordan, as well as catering for the tastes of an increasingly diverse population.

‘We have a lot of people who migrate and reside in Jordan, because we are on the border with a lot of countries that have a lot of problems,’ he says.

‘But, that means that different actors, contractors and producers now reside here in Jordan. Because they have been given residence here, they try to protect the way of life they have here and work to improve our industries. For our industry, this will eventually bring us different productions, new TV series, different techniques. The only way is up.’ n

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Joanne Fischlin, Microsoft

I was born and bred in Switzerland. I qualified in Geneva, then spent a couple of years in private practice before finding it wasn’t really my cup of tea. I moved to Ralph Lauren and spent close to four years at their EMEA headquarters.

The plan was to go abroad and work for Bulgari in Rome. That was my dream job. That didn’t happen, because I literally ended up on the road from Ralph Lauren in a fragrance and flavour company. I moved to Dubai with them as their EMEA general counsel, and between 2008 and 2012, the economic turmoil in Europe was terrible. I was spending more time with HR closing down plants than I did with the business. So, at some point, I said to my general counsel, ‘Please allow me to go and sit where business still actually thrives’. That’s what triggered the move to Dubai six years ago. I initially had a three-to-five year assignment, but then after one year, my group general counsel asked me to come back to Switzerland.

My husband and I were happy in Dubai and just one year of expatriation is not something that would have made sense in terms of career development either, so I moved to NASDAQ Dubai, then back to private practice to set up my business – high level in-house secondment. Around this time I also seconded for Microsoft, and then the person I was seconding for resigned and put my name forward, and I ended up getting the job.

I think the challenge in the tech industry is that the technology goes at a way faster pace than the regulation. What we see mostly is that governments are struggling to keep up. Sometimes they come up with what they think is fancy regulation but actually it just doesn’t meet the purpose, or it stifles innovation, or it just misses its target. So I think that the beauty of being in such a large organisation like Microsoft is that you’re actually spending this time on the advisory part, and you’re going to sit with governments to help them understand what type of regulation they should put in place, discussing how they should start thinking about those major disruptions that are going to come with the adoption of technology.

I think that what’s starting now – and will take a couple of years – is ethics in artificial intelligence, particularly responsible adoption of artificial intelligence. Because again, as one of the massive, hyper-scale cloud service providers and obviously key generators of artificial intelligence – powered tools, we have a massive responsibility to make sure that we sell that stuff to the right people, that we understand how the technology can be misused, and how it can put people out of jobs. Because all of those questions are driven out of the legal function at Microsoft, we have a huge role to play in terms of making sure that our customers are looked after, because every business is becoming a digital business.

I think that what one needs to understand is that you can’t be arrogant and think that you’ve figured it out. Nobody has, and it will take the brainpower of a lot of different people in a lot of different areas to actually get that right. So, we do rely on a lot of external resources, but we also, I think, try to put our neck out there and put forward solutions where we think that is the best approach to make sure that the technology doesn’t go south. n