IDB2991 – Senior Associate, Legal Affairs (ICD)
Business Unit: ICD – Islamic Corporation for Development
Division: Not Applicable
Department: Legal Department ICD
Contract type: Regular Staff
Country: Saudi Arabia
Location: Saudi Arabia – Jeddah
Closing date: 04-Apr-2023
Role Purpose:
To provide support on the day-to-day activities of the Legal department (“LD”) of ICD and ensure the provision of legal services in a timely and efficient manner.
The principal objective of the LD is to protect the interests of ICD and to insulate it from all forms of legal risks and liability. The LD ensures that the operations of ICD are conducted in line with the Articles of Agreement of ICD and its relevant internal polices, rules, regulations and guidelines, general norms and principles of international commercial law, applicable law, and best standards and practices of international development financing.
The LD has two main divisions, one focusing on Banking, Treasury and Institutional Legal Affairs (“BTILA Division”) and the other focusing on Equity, Special Operations and Litigations (“ESOLLA Division”). The incumbent may be assigned by the Director of the LD to work under any of the two divisions from time to time
Key Functional Accountabilities and Activities:
Banking & Equity Investment Operations:
Provide legal services and assistance with respect to banking and equity investment operations including project finance, PPP projects, corporate finance lines of finance, equity and fund investments throughout all stages of the project cycle, beginning from project proposal and initiation to closing and full implementation, portfolio management, workouts and restructuring support of distressed assets and providing general support to ensure that approved projects are implemented properly and efficiently. In particular, the role of the incumbent will include but not limited to the following:
- Review and comment on concept proposals of each assigned project/transaction or proposed investment as well as contribute to any legal sections contained therein, and assist in the structuring of the project/transaction or investment in general;
- Prepare legal note and/or comment on the Concept Review Proposal (CRP) for each assigned project/transaction/investment for the attention of the Investment Committee at the concept review stage and participate in the relevant internal credit committee meeting during which the relevant project, transaction or investment proposal is presented for concept approval and for commencement of the legal due diligence and appraisal process;
- Participate in the project, transaction or investment appraisal process by undertaking required legal due diligence with the assistance of external counsel (if any) on assigned projects and taking part in any required due diligence mission (if necessary);
- Prepare and /or coordinate and review legal due diligence reports submitted by external counsel and prepare Legal Note on key legal issues for the attention of the Investment Committee at the final review stage;
- Review and assist in finalizing financing/investment proposals and presentations to the Investment Committee of ICD and/or the Chairman of the Board of Directors of ICD (the “Board”) or the Executive Committee of the Board;
- Draft and/or review, and assist in negotiating and finalizing all relevant legal documentation (including term sheets, financing or investment agreements, and any security documents ) required for the relevant ICD’s financing or investment operation;
- Participate actively in the negotiation of all matters pertaining to the deal structuring, developing appropriate terms and conditions of the transaction, the legal documentation and other issues that may have legal implications or repercussions whilst ensuring compliance with all applicable rules, regulations and policies of ICD;
- Review the documentary evidence submitted towards fulfilment of conditions precedent for disbursement post execution of financing or investment documents and providing general assistance in relation to disbursements;
- Provide ongoing legal support in the management and monitoring of financing and investment portfolio assets post transaction close date and disbursement including advising on waiver requests, consents and approvals and work-outs (restructuring/rescheduling amongst others;
- Liaise with co-financiers /investors and partners and where required coordinate the appointment and/or management of external counsel as appropriate;
- Assist the Special Operations Division of ICD in negotiating, documenting, signing and implementing restructuring/rescheduling terms and conditions in respect of distressed and non-performing financed assets , divestment or exit from equity/funds investments; and
- Generally, perform any other task or related services that may be assigned from time to time.
Treasury, Capital Market & Sukuk Advisory:
Provide legal services and assistance for (i) mobilizing resources in the international capital and money markets, (ii) the investment of the liquid assets of ICD, (iii) all activities of the Treasury Department, the Risk Management Department and the Finance Department that require the involvement and advice of legal counsel; and (iv) advisory services in relation to sovereign and corporate Sukuk issuances. In particular, the role of the incumbent will include but not limited to the following: Assist in the preparation/review of Board documents in respect of ICD’s annual resource mobilization program including relevant resolutions:
- Assist in the preparation/review of Board documents in respect of ICD’s annual resource mobilization program including relevant resolutions;
- Assist in drafting /review of legal documents essential for the ICD’s annual resource mobilization program including relevant capital market and transaction specific documents;
- Coordinate with the Treasury Department and other organizational units as part of the legal due diligence to ensure that ICD’s public information disclosures in its capital market transactions meet the applicable legal standards;
- Review and assist in seeking Shariah approval for standard shariah- compliant derivatives /hedging documentation (as updated from time to time in accordance with market and industry practice) for use by ICD in hedging against all forms of risks via appropriate swap and derivatives transactions;
- Assist in drafting /reviewing and advising on any transaction specific hedging/derivative transaction and general documentation pertaining to asset, liability and risk management transactions;
- Advise on legal aspects of cash management, bank account agreements, and contracts for the custody or investment of the ICD’s financial resources;
- Draft legal documents and provide advice concerning membership and subscription to the ICD’s ordinary capital;
- Assist in the implementation of sukuk advisory mandates by dealing with all legal related issues in coordination with external counsel, the sukuk advisory team and the relevant client; and
- Any other related service that may be assigned from time to time
Litigation & Administrative Proceedings:
- Assist in connection with: (i) the coordination and management of litigation of any nature brought against or involving ICD (including through its own internal dispute recourse mechanisms) either under the umbrella of the IsDB Group Litigation Unit or directly at the level of ICD, (ii) all legal aspects or issues pertaining to or arising from the implementation of ICD’s Articles of Agreement, policies, rules, regulations, guidelines and procedures, (iii) institutional procurement, (iv) corporate legal issues arising from the interpretation and application of various ICD’s products; and (v) litigations relating to financing, equity and fund investments of ICD.
- Assist in conceptualizing, preparing and executing strategies in the defense of ICD in any litigation brought by an external party against ICD;
- Assist Special Operations team of ICD in developing litigation strategy in ICD’s claims and recovery process or in respect of ICDs equity or funds investments as and when necessary;
- Assist in initiating, monitoring and dealing with issues pertaining to settlement negotiations, mediations, arbitral proceedings, court proceedings/trials as may be necessary to protect and assert the rights and interest of ICD and the recognition of the privileges and immunities of ICD
- Assist in preparing pleadings including claims, defenses, and rebuttals required in any legal and arbitral proceedings involving ICD;
- Assist in preparing legal documents, articles, files, records and reports required in preparing a claim or defending a claim on behalf of ICD;
- Drafting of client and legal correspondence documents relating to any threatened, potential or actual litigations involving or likely to involve ICD; and generally, assist in providing any required legal support in litigations involving ICD.
Others:
- Any institutional affairs, advisory and other related matters or services that may be assigned by the Division Manager or Director of the Legal Department from time to time.
- Provide legal support and assistance required in the origination, appraisal, approval, documentation and execution of advisory mandates of the IFI Program or technical support under the Industry and Business Environment Support (IBES) Program of ICD.
Qualifications/ Professional Experience:
- At least 3years of relevant professional experience with an established law firm, an international financial institution or any banking/financial institution.
- Bachelor’s degree in Law or any other relevant academic qualification (such as LLB, Juris Doctor) is a must.
- Bar or licensed to practice law in any country or relevant professional regulatory certification as a lawyer is a must.
- Proven competence and experience in cross border international banking and finance, Islamic finance, project finance, corporate finance, line of finance, syndications/co-financing, Islamic capital markets instruments, derivatives institutional advisory, administrative and public international law, corporate law, mergers & acquisition, private equity and investment funds.
- Demonstrates familiarity and experience in relation to litigation
- Excellent negotiation skills and demonstrated ability to work under pressure.
Competencies:
Behavioral:
- Innovation and Initiatives
- Change Management
- Developing People Capability
- Partnership Management
- Strategic Thinking
- Self-Effectiveness
Technical:
- Knowledge of Islamic Modes of Financing
- Due Diligence Process
- Legal Knowledge and Advisory
- Awareness of the legal environment
- Litigation Procedures
- Legal Drafting and Contracting
- Negotiation Strategies
- Management of Vendors / Alliances
Language Skills:
- Capable of communicating and writing effectively in English. A working knowledge of French and Arabic will be an added advantage.