Legal Counsel

Job description / Role

Employment: Full Time

Contexte et environnement

The Legal Department provides legal advice to all of TEu2019s companies in the UAE & Qatar to protect the interest of TotalEnergies and minimize legal risks.

The scope of the job includes many high value assets with complex and voluminous contractual arrangements.

Working in an environment where the legal regime is not highly developed with recent and constantly changing legislations, so clear answers are often not available.

The Legal Department is involved with negotiations and legal discussions which can be protracted and require a flexible, diplomatic approach in order to achieve the business objectives without significant compromise on legal issues.

Activities

The Legal Counsel provides all necessary support and advice for the activities of TotalEnergies in order to:

• Minimize legal risks;
• Optimize commercial position; and
• Find pragmatic and diplomatic solutions to problems.

Major activities are:

• Participate in negotiations with the national companies, private companies and joint venture partners.
• Prepare, review and validate new agreements and major contracts and support their implementation.
• Advise on terms of existing agreements, their implications and consequences.
• Ensure that agreements are compliant with local laws and regulations and Group Policies.
• Keep informed on new laws and regulations, and transmit information to the affected departments.
• Maintain agreements database, and ensure that the agreements are in line with the local regulations.

• Coordinate with local authorities for company matters (Customs, Ministry of Economy, JAFZA, DED, etc.).
• Advise the companiesu2019 management on legal aspects of corporate structure, labor law, tax & custom matters, compliance and sanctions related inquiries etc.
• Supervise documentation for General Secretarial Affairs (e.g. resolutions, share transfer, acquisitions, mergers, establishment of companies, annual general meetings, meetings of board of directors, power of attorneys etc.).
• Provide assistance to the corporate governance and compliance department for due diligence processes and audits etc.
• Manage Corporate Information database and update the relevant stakeholders and department.

• Provide support to the Credits department and assist with debt-collection (legal notices, client visits, settlements etc.).
• Manage and coordinate with the external legal support for the litigation and other legal matters.

• Draft resolutions for share transfer, acquisitions, mergers, establishment of companies, annual general meetings, meetings of board of directors, external and internal delegations, power of attorneys etc.
• Conduct awareness campaigns on legal requirements & processes through trainings and presentations (contracts, debt collection, conflict of interest, competition/anti-trust laws etc.).

• Organize and prepare Board of Directors and Shareholdersu2019 meetings (notices, agendas, minutes, resolutions).
• Ensure proper maintenance of statutory registers and corporate records.
• Draft, review, and update Articles of Association, internal regulations, and corporate policies.
• Ensure compliance with local and international corporate law requirements (e.g. oil & gas regulations, anti-corruption, ESG governance).
• Coordinate with external counsel, notaries, and registries for corporate filings.

• Coordinate with external agencies and PROs for translations, attestations, notarizations, certificates/letters, and matters related to the trade licenses and all administrative related activities of the entities including updating of company records with the relevant governmental departments etc.
• Assist the internal departments/stakeholders with their day-to-day matters, e.g. tender letters, authority letters, legal forms, general inquiries, applications, etc.

• Set up legal structures enabling the business units to operate in these countries in accordance with applicable legislation.
• Inform about the legal constraints and provide legal advice helping the business units to take the right decisions.
• Ensure the agreements signed by our legal entities follow the TotalEnergies standards.
• Ensure smooth relationships with the foreign partners in our legal entities.

HSSEQ Responsibilities

General responsibility to respect company HSSEQ guidelines and practices. Ensure the implementation of group HSSEQ rules and adhere to company policies & systems.

• Ensure full adherence to the companyu2019s compliance program, its policies and procedures including economic sanctions and export control in all professional activities.
• Promptly notify the compliance officer/economic sanctions contact of any instances of noncompliance or violations of economic sanctions or export control that comes to my attention.

Profil du candidat

• Petroleum Law / International Business Law / Public Law; Community law / Environmental Law / Fiscal law; Company law.
• Familiarity with UAE laws and regulations is an asset.

Company Industry: Government & Public Sector

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