Monaji Zamakhchary

Partner and Managing Director

Monaji joined the Aramco Scholarship Program and graduated from Warsash Maritime Academy in the UK as a Marine Officer in the Merchant Navy. After working as a Marine Officer for 3 years, Monaji attended Nottingham Law School where he gained his graduate LLB and LPC certificate in England and Wales.

Monaji also obtained a Master of Laws degree in International Law from the University of Wales and has also attended courses at INSEAD covering a wide range of topics including economics, finance, accounting, leadership, marketing and strategy. After working as a private practice lawyer with a number of international law firms in Dubai and London, and law firms in Riyadh, Monaji founded Z&Co in Saudi Arabia after acquiring a local practice. Under Monaji’s leadership, Z&Co now works in agreement with Linklaters, a member of the magic circle of elite British law firms.

Monaji has also founded an online learning company ‘KLDera’ which owns the Maraam.io online training center. Under his Chairmanship of KLDera the company entered into a partnership with Microsoft to access markets across the Arab world making it the first online learning company to be approved as a co-sell partner of Microsoft.

Monaji has in his capacity as a lawyer closed a number of significant, commercial and financial deals representing international companies, and Saudi Government entities in local and international markets. Monaji has also worked as an advisor to a number of ministries and government entities in drafting regulations for key structural reforms of the Saudi economy. He also sits on a number of committees in his capacity as an advisor to a number of private and public entities.

General Corporate Advisory:

Advising:

  • Deloitte on the structuring of its partnership arrangements and other employment matters including drafting partnership agreements accounting for Sharia issues arising from proposed profit-sharing arrangements.
  • Lockheed Martin Corporation on its acquisition of Sikorsky aircraft including drafting and negotiating a sale agreement for the sale of Sikorsky KSA and advising on the related regulatory requirements at SAGIA and MoCI.
  • Lockheed Martin Corporation on its contract with Arabsat and King Abdulaziz City for Science and Technology to manufacture two A2100 communication satellites including structuring the contract to satisfy the requirements of both Sharia and standard cross-border international manufacturing terms and advising on the requirements of the procurement law and the implications of the Saudi courts having jurisdiction.
  • McKinsey and Company on pharmaceutical matters including the contractual and regulatory implications of a proposed assignment of a business to certain contractual arrangements relating to the supply of pharmaceutical products.
  • Schneider Electric on the sale of its Saudi transportation business to Kapsch TrafficCom AG including transitional arrangements regarding the management and operations of the company and discussions with SAGIA and MoCI on the implications of the company having a sole shareholder due to the dissolution of a shareholder.
  • Abdulaziz AlOthaim & Sons Holding Company on proposed agreements with SABIC including drafting contracts for the construction of a plant to process metals and related offtake commitments by SABIC.
  • Al Arabi Heavy Equipment Lease Co. on the implications of the Lease Finance Law for the structuring of its customer agreements, in particular in relation to options for the customer to purchase the relevant equipment and the subsequent drafting of lease financing agreements to address such issues.
  • Bain & Company on the establishment of a Saudi subsidiary to conduct consulting activities including dealing with all requirements in order to obtain approval from SAGIA and MoCI and arranging post-approval filings with the Ministry of Labour, DZIT and GOSI.
  • Energold Group on a proposed mining joint venture including discussions with SAGIA and reviewing and advising on proposed joint venture and commercial documentation in light of legal and regulatory requirements.
  • Oliver Wyman in relation to the structuring of a new banking and securities business proposing to market and sell products and services to clients in Saudi Arabia and the implications of the regulations and practices of SAMA and the CMA.
  • Saudi Finance Company on its conversion from a limited liability company to a joint stock company following receipt of a finance company licence from SAMA including the coordination of the separate regulatory requirements of SAMA (for a finance company) and MoCI (for a JSC).
  • Saudi Hollandi Bank on the implications of the real estate financing laws for its business including the process for obtaining a real estate financing company licence and the strategy for obtaining a derogation from SAMA from the requirements of such laws.
  • Tawkelat Trading on its conversion from a limited liability company to a joint stock company following receipt of a finance company licence from SAMA including responsibility for compliance with all requirements at SAMA and MoCI.
  • A market-leading real estate developer in the structure of its joint venture arrangements with a local large-scale land-owner.

Leading on the negotiation for:

  • AlFuttaim Group in its acquisition of Abdullah Bakhsh’s shares, including fully leading the due diligence process and co-leading the SPAnegotiation.
  • Levant Capital on the acquisition of Basamah’s stake in AlRaya.
  • Al Thomad Group’s agreement with Body Shop International plc for the renewal of the Body Shop franchise for the Eastern region including advising on all contractual and regulatory issues.
  • Amwal Financial Consultants and the proposed acquirer on the proposed acquisition of Al-Ewan Medical Company including carrying out a full legal and regulatory due diligence exercise and advising on the extent and possible mitigation of all risks identified in that exercise.
  • Bugshan Investment Company on the sale of its shares in Alstom Saudi Arabia Transport & Power Ltd to GE including leading commercial negotiations to achievea highly lucrative deal for the client, drafting acquisition and termination documentation and arranging required regulatory approvals and notarisation. This transaction led directly to GE appointing the firm as its litigation counsel for a separate matter.
  • Bugshan Investment Company on the subscription arrangements for a number of private equity investments including PBT MSO Holdings (holding company for real estate in Manhatten), Amwal Capital Partners MENA Fund and Northwood Real Estate Partners LP.
  • Bugshan Investment Company on a proposed financing joint venture with FIM Bank including advising on the implications of relevant SAMA regulations and drafting contractual documentation.
  • Yamama Cement Company on its SR4.2 billion EPC contract with ThyssenKrupp for the construction of its new cement plant including the Sharia implications of FIDIC’s standard EPC agreements.
  • Currently leading the negotiation on behalf of a family corporate for the proposed acquisition of a defense company.

Corporate Support to Linklaters:

  • Two separate bidders (a Saudi financial institution and an international private equity group) on their bids for the telecom tower assets of Zain and Mobily, including local structuring and regulatory advice.
  • Abu Dhabi Financial Group on its acquisition of SHUAA Capital, in particular the obtaining of the CMA’s approval for the change of control in SHUAA KSA including drafting all correspondence, and conducting all discussions, with the CMA.
  • Al-Elm Information Security Co. on its long-term services agreement with Raytheon Technical Services Company for the delivery of training and security services to a governmental authority.
  • Asahi Glass Company’s proposed joint venture with Obeikan Glass Company including advising on competition and corporate law considerations and potential Sharia risks inherent in international JV structures.
  • Bayer AG’s restructuring of its plastics/polymer business (Bayer MaterialScience) including advising on relevant regulatory, contractual and Sharia implications for relevant Saudi businesses of proposed asset transfers and contractual assignments.
  • FS Italiane’s bid to carry out operations and maintenance services for the Riyadh metro project including structuring and regulatory advice in relation to the bid consortium and advising on the implications of the procurement law to the bid.
  • Makkah Mass Rail Transit Company on contracting arrangements for the Makkah Public Transport Programme including the requirements of the procurement law for bidders and enforcement of standard internal terms in construction contracts.
  • Novartis International AG in relation to its acquisition of GSK’s oncology products, the combination of its OTC business with GSK’s consumer business in a joint venture and the sale of its Saudi Vaccines business to GSK including local labour law requirements and employee transfer arrangements and regulatory requirements in relation to the assignment of commercial agencies.
  • PwC on the acquisition of Strategy& (formerly Booz & Company) including obtaining approval from SAGIA and MoCI to the change shareholding and name of the target company.
  • RSA Insurance Group plc on the proposed disposal of its Middle East business, in particular SAMA’s requirements on an indirect change of control in a Saudi insurance company and the CMA’s disclosure requirements in relation to approaches received at different stages from prospective acquirers.
  • SEC on contractual arrangements with Rabigh Electric Company including the implications of certain regulatory changes implemented by governmental authorities for the parties’ obligations under a power purchase agreement.
  • Serco Group plc on the disposal of its global business outsourcing process business including agreeing with SAMA the requirements for a foreign owned company to have a newly incorporated shareholder, drafting purchase documentation and arranging required approvals at SAGIA and MoCI.
  • Standard Chartered Private Equity on its investment of $175 million for a significant minority stake in Fine, the integrated tissue manufacturer including preparing a full legal and regulatory due diligence report and advising on the regulatory and competition consequences of the proposed transaction.
  • Thomson Reuters on the offering of trading platforms and auction products to Saudi clients including the implications of the CMA’s Securities Business Regulations for the proposed platform and SAMA’s outsourcing rules on possible transfers of bank client data outside of Saudi Arabia.
  • Xenel on its joint venture with Aecom including the Sharia risks arising from a proposed restructuring of the JV documentation and shareholding arrangements and suggested mitigating drafting in the agreement.
  • Yildiz Holding’s acquisition of United Biscuits from private equity funds managed by Blackstone and PAI Partners including preparing a full legal and regulatory due diligence report on the Saudi business and advising on the implications of standard international business transfer arrangements under Sharia.

Capital Markets:

  • General advisory to AlJazira Capital in relation to the implications of the Qualified Foreign Investment Law and drafting a suite of standard documents for use for investments by QFIs.

Sole Saudi support to Linklaters:

  • ADS Securities on the regulatory implications of marketing and offering a repackaged notes programme to investors in Saudi Arabia.
  • ARDIAN on the Saudi regulatory requirements in relation to the content of an offering document for a foreign private equity fund sent to investors in Saudi Arabia.
  • Australia and New Zealand Banking Group on entering into a Receivables Purchase Agreement including the Sharia implications of a proposed transfer of a debt and possible structuring options to mitigate that risk.
  • BlackRock in relation to regulatory implications of marketing and selling a foreign real estate fund to investors in Saudi Arabia.
  • Citibank on a trade finance receivables securitisation programme including the structuring of a hawala arrangement to mitigate the Sharia risks inherent in a transfer of debt.
  • Columbia Management Investment Advisers LLC in relation to the regulatory implications of marketing and selling discretionary asset management services cross- border into Saudi Arabia.
  • Deutsche Bank AG on the marketing and selling of fund products cross-border to investors in Saudi Arabia including preparation of a full risk analysis matrix.
  • Eurex Repo GmbH and Eurex Clearing AG on trading and clearing agreements with a Saudi governmental authority including the application of the CMA’s implementing regulations to SAMA and the ability of governmental authorities to enter into contracts governed by foreign law and subject to the jurisdiction of a foreign court.
  • The Hong Kong stock exchange on the implications of a cross-listing of a Saudi company on the exchange including preparing a full report analysing the relevant legal and regulatory implications affecting Saudi closed and open joint stock companies.
  • JP Morgan in relation to the operation of client accounts for clients in Saudi Arabia including relevant anti-money laundering and Know Your Customer requirements and ongoing compliance requirements under the CMA’s regulations.
  • Kempen Capital Management N.V. on the marketing and provision of investment and fund management services to on a cross-border basis to Saudi professional investors.
  • Morgan Stanley International on the implications of the Capital Market Authority’s implementing regulations for its Saudi authorised business including the preparation of a full compliance matrix for management setting out all regulatory compliance requirements.
  • National Commercial Bank on a proposed sukuk issuance including the drafting of required authorisation documents and the advising on the implications of the companies law and CMA regulations for the proposed structuring of the issue.
  • Perella Weinberg on the regulatory implications of the marketing and sale of units in a real estate fund to investors in Saudi Arabia from abroad.
  • Prologis on the regulatory implications of marketing and selling investments in co- investment fund vehicles cross-border to investors in Saudi Arabia.
  • Royal Bank of Scotland plc with a detailed report on the implications of cross- border sales and marketing of a range of banking and securities products and the steps that could be taken to mitigate the implications of such arrangements for RBS’s proposed business in Saudi.
  • Softbank on its proposed $100 billion technology fund with the PIF including the application of the Investment Funds Regulations and other of the CMA’s implementing regulations to the proposed investment in Saudi Arabia.
  • TCC International Holdings Limited on the regulatory implications of its voluntary cash offer being made to shareholders in Saudi Arabia including the risk of the offer constituting a private placement under the Offers of Securities Regulations and requiring approval by an authorised person and the content of a proposed waiver to the Hong King securities regulator.
  • UniCredit S.p.A on its $14 billion rights issue including advising on the regulatory implications of marketing and selling rights and rights shares to existing and new investors in Saudi Arabia and confirming the regulatory requirements for the content of the rights issue prospectus to be sent to such investors.

Project Finance & Banking:

Saudi support to Linklaters:

  • ANB and SABB on the SAR1 billion murabaha project financing to Port Development Company for the development and operation of King Abdullah Port in King Abdullah Economic City including analysing the process for registering security over land located in KAEC, drafting a mortgage over land and providing an enforceability legal opinion.
  • Arab Petroleum Investments Corporation on the SAR 300 million murabaha facility for Global Environmental Management Services LLC as purchaser including drafting a bank account pledge and assignment of receivables and providing an enforceability legal opinion.
  • Banque Saudi Fransi on the SAR528 million murabaha bridge financing to Port Development Company for the development and operation of King Abdullah Port in King Abdullah Economic City including assisting with due diligence on PDC’s contractual arrangements for construction of KAP and advising on the powers of the ECA to legislate over activity in the economic cities.
  • Emirates NBD as a lender to Archirodon group NV on the admission of two Saudi obligors to its US$301 million syndicated loan facility including required amendments to the obligors’ constitutional documents to permit obligations being incurred under a conventional facility structure.
  • Export-Import Bank of China as lender on the US$1,472,000,000 facilities relating to the 873 MW hydro-electric Suki Kinari Hydropower Project including advising on the implications of having a Saudi sponsor to the project for the sponsorship structure.
  • HSBC Saudi Arabia as agent on the refinancing of Al-Waha Petrochemical Limited’s debt through a SAR1,964 million ijarah facility and SAR375 million murabaha facility including the drafting of a pledge over a bank account and arranging its registration at the Universal Centre for Lien Registration.
  • Standard Chartered Bank as agent on an AED367 million facility agreement with Joannou & Paraskevaides including drafting guarantees by Saudi parties and arranging the required conditions precedent documents and drafting a Saudi law legal opinion.

Contentious:

  • Grant Thornton – achieving the enforcement court stamp on two Cayman Court judgments (values of over USD2billion and over USD200million) despite there being no previous precedent of reciprocity between KSA and the Cayman Islands for the enforcement of court judgments.
  • Kumho – fully developed the litigation strategy and successfully defended the claim of wrongful termination of a commercial distribution agreement, brought by a claimant represented by AlHejailan (Freshfields)
  • AlArabiya – fully led the litigation strategy which resulted in our submissions being fully adopted by the judge in his judgment, effectively rewriting the laws on Anti- Disguisement and foreign investment.
  • Deloitte – fully led the strategy in defending Deloitte in the alleged breaches of the Capital Market law, including challenging the jurisdiction of the Committee for the Resolution of Securities Disputes before the Board of Grievances, to result in a softer outcome for the client.
  • GE – acting against their local partner in claims and defences, developing both local and international strategy, leading to the complete negotiated settlement of all actions.
  • AlTanmiya – acting for the company, part of Bugshan Investment, in a successful action against AlSawari for the repayment and enforcement of a lease agreement worth SR40million.
  • AlRajhi Holdings – acting against AlJedaie for the enforcement of a compensation payment worth over SR100million.
  • An international telecoms group – acting on the enforcement in Saudi Arabia of an international arbitration award with a value of over USD32 million.
  • A leading MENA private equity firm – acting on a dispute with a Saudi counterparty regarding the sale of an interest in a Saudi listed company.
  • A major real estate developer – acting in relation to a payment dispute involving a tower development.
  • A lessee – acting in relation to the improper termination of a lease for a shopping mall.
  • A bank – acting in relation to the enforcement of a Repo Agreement involving the sale of Bonds worth SR300 million.
  • A bank – acting in relation to a dispute over a SR100 million loan.
  • A Saudi group with global hotel interests and ownership – acting in a cross- jurisdictional dispute over inheritance shares and succession in six different countries.
  • A Saudi Arabian bank defendant – acting in an action for unwinding of mortgage security provided to the bank in an overall value of over USD1 billion.
  • A large family-owned company – acting in relation to claims against directors
    relating to assets with an overall value of US$900 million.
  • Saudi Oger – advising in relation to an arbitration action before the London Court of International Arbitration. United Kingdom government – advising on Saudi police and criminal investigation procedures.

See overview