Fadil M. Bayyari
Fadil is a Senior Associate in the International Services Group of the Firm's Corporate Department and Co-Chair/Founder of the Firm’s Middle East & North Africa Desk (MENA Desk). Fadil advises multi-national companies on domestic and international corporate and commercial transactions, including M&A, joint ventures, corporate restructuring, distribution and agency, large-scale OEM equipment projects, manufacturing and supply agreements, and foreign direct investment. He also regularly advises multi-national clients in connection with energy projects and transactions in the power, LNG, and oil and gas sectors.
Fadil's cross-border transactions experience includes work in the United States, United Arab Emirates, Saudi Arabia, and Malta. Prior to joining Frost Brown Todd, Fadil was an associate in the Dubai (UAE) and Washington, D.C. offices of Winston & Strawn and the Riyadh (KSA) office of Dentons.
Fadil's recent representative matters are as follows:
- Advised publicly traded U.S. customer services corporation in connection with its global holding company restructuring (involving over 20 jurisdictions across Asia, Europe, and North America).
- Advised a large US automotive equipment supplier in connection with a variety of strategic alliances and joint ventures.
- Advised German equipment manufacturer on a long-term operation and maintenance agreement with US-based OEM.
- Advised Metalloinvest, the largest iron ore company in Russia and the CIS, in connection with the development and implementation of a steel manufacturing and distribution plant in Sharjah, UAE; the largest steel roll single mill plant in the Middle East and North Africa region.
- Advised Duferco S.A., a global manufacturer and exporter of steel and other raw materials, on its $75M cross-border share transfer and corporate restructuring.
- Advised Saudi Arabian General Presidency of Youth Welfare in relation to the privatization of sixteen (16) football clubs in Saudi Arabia, along with the establishment of a new professional football league.
- Advised Universal Building Materials Merchants Company Limited (UBM), a Saudi Arabian machine tool manufacturing and supply company, on a wide variety of corporate/commercial transactions, including: the sale of its shares to a multinational private equity firm valued at over $50M; the licensing and formation of its subsidiary manufacturing company; the drafting of various distribution agreements throughout the GCC.
- Advised Lürssen on its $300M government procurement transaction with the Saudi Arabian Ministry of Interior.
- Advised KONE in connection with the establishment of its joint venture/limited liability company (KONE Areeco) in Saudi Arabia.
- Advised Japanese luxury goods corporation on its multi-million-dollar acquisition of shares in one of the largest importers and retailers of luxury watch brands in the UAE.
- Advised a large multinational asset management company on its $118M private securities offering to qualified institutional buyers inside Saudi Arabia.
- Advised Johnson & Johnson/Janssen Pharmaceutical Companies in connection with a variety of antitrust, corporate, healthcare and pharmaceutical regulatory, and labor and employment matters.
- Advised Nokia Corporation on a wide variety of corporate governance, corporate restructuring, TMT regulations, customs and imports regulations, and employment matters.
- Advised Mitsubishi International Corporation in connection with various precious metal lease agreements.
- Advised German healthcare company on a global compliance matter involving advice from 21 jurisdictions across the Middle East & Africa.
- Advised the sponsors and the project company, ElectroGas Malta Limited, an international consortium comprising Siemens Projects Ventures GmbH, Socar Trading S.A., and GEM Holdings Ltd., in connection with the structuring, implementation, and project financing of a ground-breaking €450M BOOT LNG-to-power IPP (first integrated LNG-to-power IPP in the world and first IPP/project financing in Malta) for the provision of power and gas to Enemalta, the main provider of energy generation and distribution in Malta; awarded “European Power Deal of the Year” (IJGlobal Awards 2015) and “Strategic Deal of the Year” (2015 S&P Global Platts Energy Awards).
- Advised Gasol plc on the restructuring and sale of its interest in ElectroGas Malta Limited, the project company of the BOOT LNG-to-power IPP in Malta.
- Advised U.S. oil and gas service corporation on its $2B phased divestiture of global upstream assets in the Middle East, including the UAE and Saudi Arabia.
- Advised Dhuruma Electricity Company, an international consortium comprising Engie (formerly GDF Suez), Aljomaih Holding Co., and Sojitz, in connection with the incorporation, structuring, and implementation of the project company to the Riyadh PP11 Independent Power Plant (IPP) in Riyadh, Saudi Arabia.
- Advised developer of two 100MW IPPs in Basra, Iraq (the Al Haritha and Al Shuaiba projects).
- Advised Japanese power corporation on its acquisition of a gas powered electrical power generation facility in Sri Lanka.
- Advised BP Middle East in connection with the establishment of its joint venture company (Arabian Production and Marketing Lubricants Company) and numerous downstream transactions involving toll blending, service, supply, and distribution of products derived from crude oil and natural gas.
- Advised Halliburton in connection with the establishment of its joint venture company and importation and sale of upstream assets in Saudi Arabia.
- Advised the Abu Dhabi Water & Electricity Authority in connection with the financial closing of the Mirfa IWPP in Abu Dhabi, UAE.
Highlights & Recognitions
- First Team All-State (Ohio-Football)
Civic & Charitable Organizations
- Associate, The Council on Legal Education Opportunity (CLEO)
Non-FBT Publications and Events
Co-author, Bribery & Corruption in the UAE – Managing Bribery Investigations, Risk & Compliance, Oct-Dec 2016, 36-40 (2016)
Co-author, The Bribery Probe, The Oath, Sept 2016, 18-20 (2016)
Co-author, Saudi Renewable Energy Plan: Lessons from South Africa, ME Construction News, August 16, 2016
Co-author, A Comprehensive Renewable Energy Programme for Saudi Vision 2030, Europe & Middle East Outlook, August 5, 2016
Co-author, Learning from South Africa, The Big Project Middle East, July 31, 2016
Co-author, Saudi Arabia: the lessons it can learn from South Africa’s renewable energy program, Thomson Reuters Zawya, July 20, 2016
Co-author, Comment: A comprehensive renewable energy program for Saudi Vision 2030, Renewable Energy Focus, July 14, 2016
Co-author, Saudi Stock Exchange (Tadawul): Distressed Companies, THE INTERNATIONAL FINANCIAL SERVICES REGULATORY UPDATE, (February 2014) (Bressler, Amery & Ross)
Co-author, Saudi Arabia, THE EMPLOYMENT LAW REVIEW, (5th ed. 2014) (Law Business Research Limited)
Co-author, The Saudi Arabian Joint Venture: Best Practices, ABA SECTION OF INTERNATIONAL LAW: NEWSLETTER OF THE INTERNATIONAL COMMERCIAL TRANSACTIONS, FRANCHISING, AND DISTRIBUTION COMMITTEE, pp. 16 - 18 (Fall 2013)
Editor/Contributor, A Legal Guide to Doing Business in Saudi Arabia: Legal and Practical Advice on Company Regulations, Labor, Tax, Finance and Dispute Resolution, (Westlaw Gulf, 1st ed. 2013)
Co-author, Saudi Arabia, THE EMPLOYMENT LAW REVIEW, (4th ed. 2013) (Law Business Research Limited)
Fadil M. Bayyari, Hawala: The Key Obstacle to Establishing a United Arab Emirates Bank Branch in the U.S., 129 BANKING L.J. 595 (2012) (A.S. Pratt; Thomson Reuters)