[Music] [Music] hello I am Ahmed Elnaggar and this is Monday legal uh my guest today is Yousef Al Amly from GLA & Company uh he is partner merger and acquisition and capital markets how are you uh I'm doing great thank you Ahmed for having me uh today it's really a pleasure to be uh with you thank you very much for coming um a very quick introduction about Yousef he is a dual qualified from UK and Egypt and he has been uh practicing law for the last 17 years at least a decade of them is in the UAE thank you very much for joining us thank you ahed what is your coffee I like my coffeee with milk and um I drink it every day I cannot start my my work without having my uh first cup of coffee um it's uh it comes as as part and parcel of what I do on a regular basis nice and where do you get it you get a coffee in the office or you do it at home yourself or you buy it well uh my wife have to has to okay so she knows the right thing ingredients and doses of everything yeah the doses of sugar has to be very very low a strong Cofe with milk Yousef did you choose to be a lawyer or were you pushed in it tell me how did this happen well I'm the first generation in my family since I was in school I wanted to become a lawyer uh it was a first choice for me I got a very high score in during my high school exams uh and it was and I was one of the I I was the third in in my class uh so but still it l was my first choice uh I for some reason I liked it I wanted to be a corporate m&a lawyer from day one I got excited about reading about the transactions happening uh and I felt that I want to be part in it bad in math but I can memorize very easily so I think bad in math is is one of the most stereotypes about lawyers that we are all very bad in math I am bad with numbers I'm very bad with numbers when it comes to Geometry uh statistics all of that that's not my that's not my thing right can you share with me a little bit of how hard was it the journey to be a first generation lawyer because my my experience was completely different you know my dad is a lawyer my three Elder sisters are lawyers I grew up in a law firm I was seven years old I was in law firm already I've seen it I lived it I know how it works but if you're a first generation lawyer how did this go it was quite challenging so I can say this uh not being guided uh is quite it's quite difficult uh because you don't know which route you should take should you go uh take become a public prosecutor judge take that roote become a criminal lawyer become a commercial or corporate lawyer and having someone as a mentor or as a guidance at least to understand the pros and cons of each um path you choose to take uh will help you a lot making your decision but figuring out yourself is quite challenging uh but given that I was already I had already decided what I want to do with my life and with my career it make things easier to focus on exactly my goals and to uh drive that way what drive you to do all this education well I can say that I I knew all about this uh by experience and by meeting other people and learning what they're doing or what what exactly I need to do I felt what I need to do really with with uh when it came to uh sharpening my skills uh I can say this school didn't really develop Us in the right way to be corporate lawyers in the sense that we are doing at the moment we had to figure out everything ourselves uh there was a lot of self-education uh there was a lot of uh taking risks uh meeting and speaking with other uh senior people who would give you an idea but it's all up to you to decide what you want to do with your life so that means that you have to invest a lot in yourself uh study a lot um take I mean speak about your experience with other people and uh see how they look at it from from a fresh perspective and see what's happening in the world and just try to adopt it or mirror it in in a certain way and it you end up I agree with being yourself it's hard work that's how it is a lot of hard work it is a lot of hard work and and uh no one no one is successful just by chance that's for sure that's true that's true what did it add into your career that's an excellent question um when when I came to Dubai the first thing I noticed is that uh employers would usually ask for someone who's common law qualified I didn't get or understand why is that a mandatory requirement honestly after finishing my qualification in the UK I got to know answer myself yes it was a quite expensive one it was there's there was a lot of hard work behind it but I can tell you this uh in the UK and the US the newly qualified lawyers or what they call uh NQ lawyers they are well prepared to meet the client requirements uh in M or in corporate in in property K criminal civil um they are being trained from day one to take instructions from clients to file a lawsuit to attend at a police station to write a contract uh understand the different legal Concepts and that's not uh that's not by chance they are developed in that way so if you look at the exams for being to become a UK qualified uh lawyer or solicitor you need to be tested in 18 different subjects uh they are not all legal but they are related to Legal some of them are related to legal and some of them are core to the legal uh understanding so if you look at it you are being tested in money laundering taxation solicitors account professional conduct these are not directly related but these are things that lawyers have to be equipped with of course in addition to that you look at the other topics that you're being tested at whether it's contract trust property criminal law business law different areas of law but a lawyer has to be have very strong good understanding about the legal Concepts in all of these topics uh and then that's phase one if you pass that you go to phase two where they test your uh soft skills in terms of client interview doing legal research doing legal writing uh drafting uh all of that in each of those topics so you have you spend like six exams uh each one of them for six hours the discussing one topic or two topics maximum so they test you business the test you in criminal law civil litigation uh property and inheritance and probate um I remember uh one of my professors uh Co he he was talking about how to become a successful lawyer uh and that's something I would never forget um he mentioned that to become a successful lawyer you have to be a te lawyer so what is a te lawyer means that you have to understand each and every area of Law and then come into one of it and just draw a line down to become an expert in that field that's what it means to be a te lawyer and I I have never forgotten that that was in my in my school day uh but it's something that I've always kept in mind and worked according to totally agree and I think it's one of the smartest ways to to to to to tell to students of of the law you have to make yourself um aware and understanding have a general understanding of every SE sector of of the law and then you specialized in one and this take me to your special specialization right now you're one of the famous m& and Capital Market uh lawyers in the in the UAE um can you tell us about this about your speciality a little bit we need to understand what does it mean and who are your clients who wants to come and speak to you so uh m& is something um I would say is is quite unique practice it's something that I I love working on uh it gives me uh lot of energy when I know that I'm working on an mmaa uh deal so m&a is um is quite unique in this jurisdiction and I'll tell you why in Egypt when you go for an & transaction you have only Egyptian lawyers uh in the UK you go only for English lawyers right uh in in Dubai and in the UAE and in this region uh the structure is quite a little bit different so you find a mixture of civil law expertise coming with common law expertise and putting up something that has been I've been through a lot of challenges with the courts and it it took a lot to educate the the community over here to understand the concepts now the good thing about becoming a dual qualified lawyer is that you understand where civil lawyers are coming from and common lawyers the lawyers are coming from yes exact because when whenever it's a new transaction you don't know if the lawyer is qualified in UK in Us Egypt or Sudan or and correct you never know because everybody has their own different style of Education style of experience and so on but have the UAE created its own style yet it has it has so what what you see in deals is you see international law firms joining hands with local law firms right and this is I'm I come on the on the local law site uh with the international lawyers so what happens is that the international lawyers would come in with their wealthy experience um they come from the UK or from the US mostly uh advising on transactions on how they see it in in their jurisdictions and they see a lot uh and they are more experienced because the way the English system works is that it they they have they come or they go back in history and they prepare or create something and they and in the next one they just don't throw it and just create a new one they build on that so their templates and their work have been uh invested uh or prepared for so many years until it reached where it is today and the UK and the US become uh having them as the financial Hub right uh for most of the transactions happening whether in the US or in in Europe uh have given them the experience that they have seen all now when they try to uh Implement that in this region uh they need to understand the local part of the deal uh which is quite challenging and you need to you have you need to have the experience really to take lead on the transaction from that local aspect now you look at this and you need to understand when it comes for example in m&a context what does it mean a warranty or Indemnity we don't have that in in our jurisdiction in the is a civil low jurisdiction right uh but you have that in the diic and the adgm uh having their own code systems uh where they where they uh Implement and understand the concept of trust uh trust or they understand the concept of uh injunctive relief for a specific performance uh that and now enforcing that on board or Mainland that's quite challenging quite challenging absolutely so structuring deals in that manner in that way uh you have to have experience of understanding the the the common law and the civil law and mixing that to give your client the value really to go ahead uh closing their deals so uh you come in to bring value uh you come in to with your experience uh and that's quite important for your clients if they understand the value that you're bringing in uh they will they will uh that will bring a lot of protection to your they're going to come to to you at the beginning at the initial stage to structure the deal itself and to do the transaction exactly so when the either they would come in with an structure already in their mind where I would advise on whether or not does it work from a local point of view or they would just come and request for a proposal on how to structure uh the deal now the the good thing about being a lawyer is that you act as the wise men of the village what I mean by that is that you come in everyone ready with their questions but they don't have answers or they have an idea about how it should be done and you need to actually give them the solution and a solution and solution for and that's that's quite difficult especially if you are starting your career this is why you need a mentor and you need a coach but by the time you start learning and by experience you gain that that kind of experience but as a lawyer as external counsel uh you always have to uh answer answer questions is it easier if one of the parties are much bigger than the other no no it doesn't get easier look I I have been in involved in transactions where I'm representing small minorities like we are talking about 5% 3% and I'm talk and I I've have been involved in transactions where uh the client is coming in as a private a private Equity uh shareholder where they are uh investing in 20 25% which is considered a minority but they come in with as as an anchor investor with their experience strategic partnership and therefore have some Edge when it comes to the negotiations and I've been on the other side uh for example um I'm I'm working at the moment on um on a on a transaction & transaction when I'm representing the uh the buyer side and we were asked to start uh uh drafting the uh for that transaction and uh we were sending out to the sellers the the the the SBA draft now as as as one someone representing the buyer I um I sent out a buyer friendly s now being on the I mean I imagine myself being on the other side receiving that document I would have never agreed in most of the terms that are there right small transactions are quite more challenging yes yes uh 100% I I agree because really the the big investors with the big money and so on they have already done 50% of job before coming to you correct they have done they have the data room they have the the understanding they have asked the right questions at the right time so you don't really have to start from scratch how do you prepare yourself for an important day well uh I have been in days you can never imagine believe me so uh to answer that question I can tell you this um having stability in your personal life is quite important uh I have to give uh I have to give it to my wife uh she's a very important person uh for me uh she gives me a lot of energy a lot of stability and that's uh that's what really matters to start at home uh yes so you you told me about yourself how you prepare yourself and you feel like your family life and your stable home is is already getting you prepared um if someone else who's like a young lawyer coming into the m&a and the capital market and would like some advice how to prepare for tough days because some meetings can take hours and hours and and some weeks you can get no sleep and no social life just because you're involved in a transaction how can you prepare yourself for a tough transaction okay so for the younger generation then so the younger generation needs to understand that we are still young don't get your I am yeah I'm with you on that but thank you for this let's say the fresh fresh J law yeah the fresh generation so um there are two uh two ways to look at this the first one is that you have to be in the right place it might be up to God luck I mean call it whatever you want but uh you have to be in the right place uh of course being being in that place at the beginning learning from your Mentor uh learning from someone who can really teach you a lot that's quite important uh on the other hand if if you're not in the right place you have to prepare yourself to be in the right place and I'll give you a very small story about myself uh not not that I'm bragging or anything but it's quite important to to teach pleas brag because no one's going to do it for you so when I was when I was when I started my career I was working as an IP lawyer and there's nothing wrong with being an IP lawyer but it's for me it felt like it's a small practice or small area of the law and I wanted again because I always wanted to be a corporate lawyer m& lawyer uh I I didn't feel it was right for me so what I would do in the early morning because it we the bus the bus of the of the company would come and take us from in front of the home till the company it was quite far it took almost an hour drive going and all and one hour going back from work so what I would do during that hour I would just get the commercial company's law uh in hand or the civil code just read uh and I've done that for a year now did that help yes it did because in my first interview for uh associate position in the corporate team I did answer the right questions I I did answer the questions in a right way um that took me to the Second Step which me which was that I wasn't directly in the m& practice I was the procedural team so I did understand companies LW but I didn't learn more about the m& so I was in that part of of the team now what I would do after I finish my job I was just roaming around and one of my great mentors she just uh she she knew what I was trying to do so I would just sit next to her uh see what she's doing she would give me a small piece of work I would do it learn from it give it get a bigger piece and then a bigger piece and then a bigger piece uh I I I see from what you said is a decision hard work surround yourself with the right people exactly exactly I want to ask you something about United Arab Emirates what I see at the moment is that there is a wave of public companies going uh private so what is happening why is this shift in the the last few years was this an old Vision materializing right now or this is a wave are you seeing more and more IPOs coming up well look IPO is quite important for any e economy uh it means that there is uh um attraction from foreign investors to come uh and invest now if you look at the IPOs that have been taking place in past few years especially in the past two uh or this one and the last year specifically um it's important to attract institutional investors institutional investors means that they are they come for a long term and they are interested in what you are selling uh I'm talking here about the shares that you are uh selling to them and the business that you're selling to them and you're selling only a minority of it so so this is a sign that the UAE economy is doing really great well it it is but you look at this and you look at at what the UA has achieved in past 20 30 years it's quite amazing so IPOs in this region uh I mean it vers it's it's totally different from how IPOs are done in the US and and and in the UK so in the US in the UK IPOs are done because company has reach a certain level where they need to expand and then that's why they come uh bring Equity investors through the IPO to come and invest in the company and then they expand in the business and that's how Facebook that's how our meta that's how Apple have grown a lot of other companies in the UK you find almost on an average between 100 and 140 IPOs a year that's not the numbers that we have in this in in this jurisdiction and definitely we're not still close to the the market capex of of these financial markets but IPOs in this jurisdiction is are indications for how companies have reached certain level of maturity so it's a it's a way for for in for the current shareholders or for the Founders to buy out some of their business and still maintain control so if you look at at um the IPOs that have been done whether owned by the government or private companies they are companies that started from zero literally zero and reached and they have expanded in the market they have reached their uh What uh the the the boundaries that they want to reach and they just want to sell out a a very small minority 10 15 20% of the company and and they're getting a lot of money from that so if you look at the the number of or the the value of the IPO for just 20% that's quite amazing tcom for 1 billion uh dollars if I'm not mistaken or one uh they're selling their business um look at Americana look at the other companies the IPOs here are done because the companies have become Mega they have reached their limits they just want sellers want to buy out investors are interested because these companies and businesses can have shown in and uh in their records that they can be sustainable for a long term and therefore the uh the the investors would come invest their com their money in these companies knowing that they there will be a good irr on their investment uh in this share so it is it's a very strong IND indication about how strong the economy the we have grown and have matured to a level where there is really strong interest in In from from International investors to come and invest in the UA before you work with GLA you headed an international uh group um and you had 50 lawyers uh she exactly so H how did you do that how did you manage 50 lawyers I mean managing if five or 10 in an m&a deal is is crazy but having them as your your staff or your team at 50 lawyers plus what what did you do as a as a leader to this kind of huge um legal team well what was quite challenging is that you were uh I mean I was the legal adviser of of teams that are based in jurisdictions where I might not have or that not that experienced in these jurisdictions for example India and Pakistan and Turkey um yeah again being qualified in Egypt and didn't help much but uh it did give you um as a lawyer you always have develop this kind of mentality of legal analysis um having an llm for example ask the right questions and the right time so that's all you have to do so you have to manage the team understand how things work and read between the lines it was quite challenging I would say uh but that that would require a lot of uh skills that you need to develop by time uh you cannot do that if you can if you just uh relied on on your job and what your job is giving to you you have to develop yourself uh by yourself and try to develop certain ways where you reach a certain level where the management would trust you with uh with uh managing that kind of skill uh of team members and I would tell you I mean there there is an answer that I don't want to see on this podcast but you can you have to read the uh the BS uh that's coming out of people uh as lawyers you you you do you do understand where people should be coming from and how to how to deal with it in different ways um and yeah that that's how you develop that management skill so because management is a skill by itself and uh it's developed like any other skill I have a I have a very important question to ask you uh about your clients how do you prepare them because the switch from being a privately owned company and to go into uh being publicly owned is a big switch how do you prepare your clients to understand this change because taking them from that stage into that stage is is quite a big change for them and how do you communicate this and it's consequences to your clients well uh going for a as a public company has its pros and cons so yes while that you do uh sell part of your business or isue uh new shares for the shareholders that are coming on board uh and getting the the proceeds of that sale is is is quite one of the the pros of why clients usually choose choose to go for an IPO there is a complete separation between management and the shareholders and the stakeholders in the of the company um management has to be governed in in a certain way uh there should be certain thresholds for disclosure and transparency uh corporate governance is quite uh a significant part of your day-to-day business uh and therefore it's quite challenging when you get to prep are your clients with us now there are two levels of um preparing uh or doing something called we call as an IPO preparation an IPO preparation means that you have to structure the business as a group to be um reporting as a listic company so that would require a lot of Financial and legal restructuring internally as well for and preparing the the business from that aspect uh in order to uh deal with the regulator and the competent authorities to take the company for uh public uh and then you have to educate the management um when I say education I means educate them from from a perspective on of how to manage the company as a public company uh this there is a lot of requirements there are a lot of uh legal restrictions and uh declarations to be made to the public authorities exactly the Auditors in a completely different way than a private company of course exactly and as well as communication as well so there is a PR agency that has to be part of the IPO team uh in order to educate the management and the board uh there is also uh a selection of independent board members as a regulatory requirement and getting those independent board members uh to the management of the company is quite challenging for some businesses because that means that those board members will have a saying on how to run the business now getting the management and the CEO to understand the the restrictions that they have uh on the business and that this is no longer a private a government-owned company or this is no longer a family business is also a bit challenging but I can tell you this uh business owners and the government are quite smart people and they get the the the what they need to do very quite fast and some of them are already board members on some of the listed companies so when you come and tell them this is what you need to do they they get the the catch very easily so so it's not not as challenging as as it's supposed to be but it is it it has its uh what dramas I would say did did you get into transactions that started and because of these restrictions uh the the CL pulled out and and they just decided not to go that's true that's true I've seen that happening uh some of the clients did want to go for an ipu and at some point when they saw the level of uh regulatory requirements that they have to stick with uh they decided not going for not to go with it and just tried alternative ways for uh uh getting the um the the equity or the the the funds that they need to expand their business do you love your job uh there's no lawyer that is always honest but I do love my job seriously okay what's your answer then uh I do love my job I do love my job I mean it's uh it's what I live for I live for two things uh my job and my family how do you see the future of the legal industry in the UAE again the UAE is unique in itself so you have the international legal Community you have the local legal community and you have the regional legal community and because duai is being a regional Hub there is a lot of opportunities for a lot of lawyers um newcomers are coming in international law firms are expanding now there is this competition as well with uh between I wouldn't say competition but there is also so this uh business or the legal law firms and international law firms going opening in Saudi and there's a lot of interest in the Saudi Market but I would say that Dubai will stay uh Dubai as strong as as strong as yeah it's it's the it's it's the most popular destination for everyone uh legal industry in the UAE will continue to grow you're you're comparing Dubai to Riyad or you're comparing the UAE to Sal uh well I'm comp comparing I'm I'm comparing the legal community in Dubai yeah uh versus everywhere else so because Dubai is a destination for a lot of international legal uh uh professionals who would want to come and seek an opportunity over here versus the interest in Saudi at the moment becoming the number two destination as a whole and Riyad specifically uh because of all of the projects that are going on there uh but I would say that Dubai has still maintained its position uh that that doesn't mean that um uh the market has is not going to change no it's going to it's going to expand that's let's put it that way very good the the buzz word or the most famous word that everybody's talking about or mentioning this word right now is artificial intelligence AI what is your take that on on on the legal aspect of the AI uh how would it change our job or I will ask you again the the the question that a lot of people get asked is it going to replace lawyers I don't think it's going to replace lawyers I I I'm strong believer that it's not going to replace lawyers now it's going to reduce the number of flers in the market definitely AI comes as a strong tool for us uh to give a comprehensive and adequate uh advice and support to our clients AI is a tool that will help you enhance your skills like decrease the number of uh typos and errors and grammatical uh issues in in in in in preparation or give you further uh uh wordings uh to expand on or uh stress on on how explicit you want to give uh your advice um on the other hand um when I remember in the back days or I read somewhere that in the back days when when mic and the computers came out people were all saying okay machines are going to replace human beings yes what what what it happened is that it actually increased the number of expectations for clients and it improved the level of service of lawyers now in back the in the days I remember the senior lawyers that I trained with they usually they said that usually clients would send the letter that would arrive in two weeks and then you prepare the quotation send it back and then hear back from your client in another two weeks with a confirmation to proceed on a matter then you start requesting for or preparing the legal opinion and get so a matter that we conclude these days in in an hours took them weeks to really finish right so that that's how how how uh rev uh how the the the machines helped uh lawyers to improve their skills now you get uh contacted by WhatsApp by email and it's become essential tools for me to do my day-to-day job now going back to ai ai uh I have I have tested a lot of AI Solutions and I have seen what they can do and what they cannot uh including chat gbt the four uh version 4.0 um others that I don't want to mention the name but I've seen what they can do and without your own skills they can't really give you the answer I mean reflecting on what you said it is uh I I totally agree on on all of it and I have seen the technology taking over uh a lot I told you in my my father's office I I was seven years old when I enter the law firm so I've Seen It All I've seen the the the computers I've seen the Windows 3.1 I've seen even before the computer the typewriter uh the skills back then for the employees for the administration secretarial accounting and lawyers were different than what we have today um I remember very well reading a CV of the secretary who used to work with my dad she mentioned how many words she can type per minute so that was a skill that was needed how many words can she type and I remember seeing the development in his office from the manual typewriter into the electronic typewriter and when I asked her what's the difference between them she said that the electronic one is faster which means it will can can help me do my job more and and and faster and so on so I understand that the AI is just like technology tool just like as you as you just said everybody have to be equipped with skills to use this tool and to be able to to to benefit from it it's not going to replace the admin it's not going to replace the secretary it's not not going to replace the accountant or the lawyer is just going to get us to do the job better faster and um easier that's that's my take fully agree so we're going to play a game right now very easy no so we are going to use the um the AI to answer a question that we will ask for you so I'm going to ask you the question and I get your answer and I'm gonna ask the same question to the AI and compare the two answers so the question now is for you why do lawyers say things like it depends whenever they you ask them a question nothing is certain in this world very short and straightforward answer nothing is certain in this world so I'm going to take the same question and I will ask it to chat TBT lawyers often say it depends because legal matters are rarely black and white each case has its own unique set of fact laws and circumstances that can influence the outcome this phrase reflects the complexity and V variability inherent in the legal system where small details can have significant implication it's a lawyer way to acknowledging that providing accurate legal advice requires a thorough understanding of the specific situation at hand basically the same answer I like your answer I actually will go all the time with your answer it's the same but more straight to the point Yousef thank you very much for coming joining my show this was your legal dose of Monday legal see you next week