Adlai Shalabi

Biography

Adlai is an accomplished Corporate and Transactional attorney with over 25 years of experience in providing legal counselling and representation to an international stable of corporate clients, including 17 years of experience in General Counsel roles with multinational companies in the MENA, Europe, and Americas regions.  Adlai possesses a keen ability to negotiate and draft complex commercial and transactional agreements, as well as to provide strategic advice to a wide range of listed and unlisted clients on all matters related to corporate formation, management and re-structuring, as well as on local and cross border M&A transactions.  His practice area encompasses corporate formation and transactional matters, as well as a wide array of commercial and transactional agreements including joint ventures, shareholder agreements, share purchase agreements, franchise agreements, consultancy agreements, government contracts, warehousing and logistics agreements, telecommunications and technology related agreements, confidentiality and non-disclosure agreements, and service level agreements.  Adlai also advises clients on corporate governance and regulatory compliance, as well as advisory opinions.

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Recent Experience

• Advised Agility on its sale of its Global Integrated Logistics division to DSV Panalpina – transaction value in excess of $4 Billion.
• Advised Agility on its purchase of a Louisiana based Crude Oil Terminal and surrounding property. Purchase was conducted pursuant to a US Federal Bankruptcy Court auction proceeding and required significant attention to Bankruptcy Court / IRS specific processes and procedures, in addition to the standard compliance, regulatory and other requirements related to the purchase of crude-oil based facilities.
• Advised Agility On its proposed acquisition of a Jordanian based logistics company in furtherance of Agility’s pursuit of US Government Defense Contracts based in the MENA region.
• Advised Zain Group on its acquisition of Iraqna Telecommunications in Iraq.
• Advised Zain Group on its proposed acquisition of Paltel Telecommunications in Palestine via a Share Swap based transaction.
• Advised Zain Group on its successful license bid and start-up of its corporate subsidiary and telecommunications network in Saudi Arabia, with the project value in excess of $7 Billion
• Advised Zain Group on its sale of fifteen subsidiaries to Bharti in Sub-Saharan Africa – transaction value in excess of $10 Billion. Also led the post-transaction negotiation team resulting in substantial savings to Zain.
• Negotiated and drafted Zain’s first Network Frame Agreements with industry leading vendors (NSN, Motorola, Ericsson, Huawei) with values of up to $1 Billion per agreement.
• Lead legal advisor to Zain Group on its negotiations with Sony Pictures and Warner Brothers regarding video stream partnership agreements, as well as with iFlix, Netflix and other video stream subscription providers.
• Advised Zain Group on the legal and regulatory aspects of the creation and implementation of new product launches pertaining to Zain’s ‘One Network’ coverage and ‘Zap’ Mobile Commerce and Banking services
• Led the contractual negotiations regarding a precedent setting Zain Group-Vodafone Group (VRS) Roaming Hub Agreement.
• Legal advisor to Zain Group regarding the proposed sale of Zain’s Saudi Arabian subsidiary, as well as a Rights Issue in Saudi Arabia
• Served as Company Secretary to several corporate entities belonging to both Zain Group and Agility, and advised them on Corporate Governance and Risk Management including Corporate Crisis Management, Crisis Communications, and Business Continuity Management policies, Stock exchange rules and compliance, as well as Investor Relation policies, Business Excellence policies, Codes of Ethics, Fraud policies, Corporate Social Responsibility and Corporate insurance and safety regulation strategies and policies.
• Advised Zain Group on the sale and purchase of various aircraft and aircraft holding companies, as well as aircraft management and lease agreements.
• Lead global advisor to both Zain Group and Agility regarding the management of their Global IP platforms, including the defense of their global IP Rights related to infringements against their Trademarks and other IP.
• Served as Head of Compliance for Agility in the USA and Europe, including the drafting and reviewing of corporate policies related to regulatory compliance, as well as representing Agility before governmental regulatory agencies.
• Advised Zain Group on the strategy and roll out of its global re-branding exercise, including all IP related aspects of the exercise.
• Collaborated with tax advisors to counsel Zain Group and Agility corporate entities in various jurisdictions and regions (MENA; Sub-Saharan Africa; USA; Europe; South Pacific) on issues of tax compliance and savings, as well as defense of alleged violations by taxing authorities.
• Initiated and lead the first global contract standardization projects for both Zain Group and Agility.
• Lead the government outreach (lobbying) and public relations activities of Agility in the USA (in both the Executive and Legislative branches of government in Washington DC) as well as in the UK and in the MENA region.
• Collaborated with external litigation counsel to successfully manage litigation/arbitration disputes in excess of $5 Billion on behalf of corporate clients, including the management of an arbitral matter before the London Court of International Arbitration that resulted in a successful ruling in excess of $535 million in favor of Zain Group.