Inside Gulf Dealmaking and What Lawyers Do When Billion Dollar Deals Get Structured

What does your Abu Dhabi practice focus on?

My practice is about delivering a full turnkey service to clients for buying, selling or investing into companies. That covers everything from transaction structuring through legal due diligence, documentation drafting and negotiation, to deal execution. I am sector agnostic, but over my career I have represented several sovereign wealth funds, private equity houses, multinationals and best in class regional corporates.

You spent three years at the Neom Investment Fund. How has that shaped the way you advise founders and investors?

I am a CFA as well as a lawyer. At the Neom Investment Fund I was on the investment side as well as the governance and legal side, so I saw things from a different perspective. I was on the buy side and saw how the sausage was made, which gives me a different appreciation of deal drivers and internal investment processes, and of how different it is being on the inside and the outside. I would encourage lawyers to do that to get the experience.

What brought you back to private practice in Abu Dhabi?

For two years I was more on the investment and governance side, and that made me realise my passion is dealmaking, particularly negotiation and execution. Going back into a legal role let me drive that part of the business. And Abu Dhabi, with the momentum, the growth and the excitement, was a pretty obvious choice.

What is driving dealmaking in the region? Is the market hotter or cooler than previous years?

I do not think we have the data yet to say whether it is hotter or less hot than in previous years, but there is a different focus. More investments nowadays are strategic in nature. Look at the increase in ownership in Abu Dhabi Ports, which is about strategy and logistics. There is also a deal done recently in businesses that should perform better in different macroeconomic or geopolitical conditions, such as the investment into a fire protection business, which is quite countercyclical and should perform strongly in all circumstances.

Tell us about the Americana listing, a joint listing between Saudi and Abu Dhabi.

It was quite a few years ago now, so you have to excuse the memory. The most important thing is that it shows dual listings are possible on ADX and the Saudi exchange, and there is a specific regulatory regime to allow for it. It can happen in the right circumstances and at the right time. In Americana the two main existing shareholders were based in the UAE and Saudi Arabia, so a dual listing satisfied both of their requirements. When you choose a market there are many considerations, financial, legal, regulatory and strategic, and the possibility of a joint listing is just another option people can consider.

What are you called upon to do on joint listings?

I am not an equity capital markets lawyer by trade. I am more private M&A, and I give that work to others in the firm. What we do is advise on adherence to the regulatory regimes and make sure all requirements are fulfilled. We look at the documentation, the prospectus or offer document, and ensure it complies with the legal rules and the process. You would not believe how many things go into making a listing happen: conversations with the regulators, the right filings, the right documents available to the right people. It is a capital intensive and complicated feat.

You have seen how start ups succeed or fail. What makes certain companies succeed?

Two elements. One is raising capital. The companies that manage to do that are realistic and understand the venture capital market. You may have a great idea, but if you cannot raise capital it is very hard to scale. The second is the business itself, and the two key things are the management team, having the right founders with the right drive, and being flexible enough to adapt to circumstances. They always say a business plan never survives first contact, like a battle plan, and I believe that to be true.