The Legal and Compliance Department of EIA is seeking a Senior Legal Counsel to support its legal and compliance functions, reporting into the General Counsel.  He/she will work closely with the investment teams, functioning as a partner to the organization. The Senior Legal Counsel will provide specific expertise in corporate transactions and coordinate external legal support for the organization to help it succeed in its duties. The Senior Legal Counsel will provide advice and assistance on a broad range of legal matters including supporting our two investment businesses – Asset Management which invests in a wide range of international funds; and Strategic Assets which invests in and manages a range of UAE based portfolio companies.  The incumber will provide support drafting and negotiating various commercial agreements, restructuring, as well as miscellaneous matters involving tax and employment law. The Senior Legal Counsel will liaise with external and internal stakeholders at all levels, as well as related regulatory bodies and have a central role in advising and executing investments made by the organization.

Provide legal counsel in the structuring and execution of transactions for Strategic Assets and support of Portfolio Companies legal requirements

·       Provide commercial and corporate legal advice to the General Counsel and Executive management, on all legal matters relating to EIA; its businesses; operations; and investment activities (including its portfolio companies).

·       Draft correspondence and fillings to ministerial and regulatory bodies as and when required.

·       Assist the General Counsel in drafting constitutional documents and decrees as and when required.

·       Supporting in drafting and issuance of EIA Shareholder resolutions & Shareholder Guarantees for Portfolio Companies.

·       Coordinate with key parties in respect to the corporate structure of the organization, including the creation of special purpose vehicles, established to mitigate liability and invest in the most tax efficient manner.

·       Support the team in evaluating and executing direct and indirect investments, by working within the organisation’s strategy whilst overseeing the investment process, conducting due diligence, structuring, and negotiating investment terms.

·       Draft, negotiate, and review confidentiality agreements; Letters of Intent, engagement letters; memorandum of understandings, Binding and non-Binding offers, term sheets and other agreements.

·       Structure, draft, review and negotiate all transaction documents as well as execute those transactions that are conducted in-house and are not outsourced to external law firms.

·       Review all transaction documents and pro-actively oversee larger transactions that have been outsourced to external law firms.

·       At the direction of the General Counsel, liaise with ministerial and regulatory authorities.

·       Assist in mitigating legal risks and potential liability of EIA and its directors, officers and employees, by proactively managing and supporting compliance with laws, regulations, contractual arrangements and all EIA policies and procedures.

·       Assist in coordinating and overseeing litigation involving EIA and any internal investigations, as and when required.

Provide support to the structuring and execution of transactions for Asset Management

 ·       Manage the legal structuring and execution of transactions from various industries in all major capital markets and emerging markets, specifically in the investments area and the following asset classes: Private Equity and co-investments; Equities; Real Estate, Infrastructure; Fixed Income and Private Credit.

·       Review, comment and negotiate on fund documentation. This includes IRS and MFN related forms.

·       Review, comment and negotiate ISDA agreements.

·       Support the team in evaluating and executing direct and indirect investments, by working within the organisation’s strategy whilst overseeing the investment process, conducting due diligence, structuring and negotiating investment terms.

·       Review and draft deal documentation (i.e. letters of intent, memoranda of understanding, shareholders’ agreements, stock purchase agreement, asset purchase agreements, limited partnership agreement, board resolutions approving investments, etc.)

·       Assist in developing and implementing transactional legal standards to ensure a comprehensive approach to transactions. Advise on the legal implications of wide-ranging transactions in a number of emerging markets.

·       Advise on legal, regulatory and reputational topics across the full range of transactions, including corporate governance of domestic and international legal entities.

·       Assist in managing the overall legal risk position by ensuring that contracts reflect best practices and build an appropriate framework of processes and associated documentation to measure risk.  

·       Coordinate with key parties in respect of the corporate structure of the organization including the creation of special purpose vehicles to mitigate liability and invest in the most tax efficient manner.

·       Evaluate and provide quality legal advice at the highest level on all matters associated with current operations.

·       Advise generally on corporate matters including day to day operations, and commercial contracts such as confidentiality agreements, consulting agreements, lease agreements, etc. 

Coordinate external legal support

·       Coordinate the involvement of external legal counsel for selected transactions.

·       Build and maintain relationships with external legal counsel and the panel of preferred advisors.

Governance

·       May work with the General Counsel to provide corporate secretarial support including attending investment committee meetings, management committee meetings, taking minutes and following up on action points as and when required.

·       Manage and assist with compliance reporting and training; monitor list of restricted investments; liaise with compliance officers or external parties to ensure adherence of EIA’s compliance policies; and ensure outside managers are complying with investment mandates.

Requirements

Education

• Graduate Degree in Law, with a strong academic background.
• Admitted as a Solicitor or member of an internationally recognized Bar.

Background and experience

• 10 years of post-qualification experience with a major reputable US / international or recognized UK law firm, or in-house legal function, or a combination of both.
• Strong experience in general corporate matters, and mergers & acquisitions and/or alternative investments.
• Strong experience in handling an extensive range of structured finance, restructuring, derivative, capital markets and securitization transactions is an added advantage.
• High level of understanding of corporate law.
• Bi-lingual to legal drafting proficiency level in English and Arabic