Wael Wahbeh

Career Biography

Wael Wahbeh serves as the Group Chief Legal Officer for ROSHN Group Company (ROSHN), a premier real estate developer in Saudi Arabia, operating under the leadership of H.R.H. Crown Prince Mohammad bin Salman bin Abdulaziz Al Saud. As a Public Investment Fund (PIF) company and a key driver of Saudi Vision 2030, ROSHN is transforming the urban landscape with human-centric, integrated developments that enhance connectivity and quality of life across the Kingdom.

Wahbeh’s leadership and legal expertise have been instrumental in supporting the company’s strategic growth and ensuring compliance with legal and regulatory frameworks. Reporting directly to the CEO and serving as a key member of the senior leadership team, Wael oversees ROSHN’s legal function, providing legal counsel on a broad range of matters. His role is pivotal in mitigating legal risks, ensuring regulatory compliance, and safeguarding the company’s interests in complex transactions.

What are the most significant cases and/or transactions that you have been involved in over the past year?

The finalisation of Dammam Stadium Development Agreement and Associated Documents. In May 2024, ROSHN assumed the role of owner, developer, and funder of the Dammam Stadium project, taking over from the Sports Investment Company. Under Wahbeh’s strategic direction, the Legal Department successfully renegotiated the terms of the Memorandum of Understanding, securing stronger legal and commercial advantages for ROSHN. Key legal contributions included: leading negotiations on critical agreements, including the Development Agreement, Lease Agreement, Naming Rights Agreement, and Home Advertising Sharing Agreement; supporting ROSHN’s Risk Management Team in preparing a “Risk Assessment Summary” for approval by the Acting Group CEO, PIF, and the Board of Directors; finalising and executing all key documents by Quarter 2, 2024 for the Dammam Stadium Project Financing; and reviewing and summarizing FIFA agreements for the 2034 World Cup in relation to Dammam Stadium in Quarter 3, 2024.

The Legal Department also supported the ROSHN project team in progressing ROSHN’s first high-end developments including a luxury hotel, branded residences, golf club and wellness country club, all integrated within the SEDRA masterplan and valued at approximately SAR 1bn. With Wahbeh’s support and guidance, the Legal Department: advised and supported internal stakeholders in negotiating Letters of Intent; and negotiated a comprehensive suite of management agreements with operators for the management and licensing of these premium assets and facilities.

The Legal Department provided critical support to ROSHN’s Development Department on the MARAFY ALAROUS Canal Project, a proposed 10km canal in North Jeddah connecting to the Red Sea at Obhur Creek. The canal passes through land owned by ROSHN, the General Authority of Civil Aviation, Uptown Jeddah Company, and private owners. With Wahbeh’s support, the Legal Department advised on: the land expropriation process; authority approvals; the ownership model for the canal and surrounding development; and project governance.

The Legal Department played a central advisory role in structuring, financing, and progressing a SAR 24bn metro-anchored, mixed-use, transit-oriented development project over the King Abdulaziz City for Science and Technology (KACST) site. Under Wahbeh’s direction, the team: negotiated the Memorandum of Understanding with KACST; advised on title structuring to facilitate development; and guided the overall deal structure to align with ROSHN’s strategic objectives.

The Legal Department played a pivotal role in one of ROSHN’s most significant initiatives: through a joint venture, developing a logistics park in Jeddah (Renaissance UEA 4), spanning approximately 1.32m square metres and valued at over SAR 1bn. Under Wahbeh’s leadership, the department: led negotiations and finalised the Heads of Terms; advised on key structuring matters, including ownership model, governance rights, equity contributions, exit scenarios, and call option terms; conducted legal risk assessments to align with internal stakeholders’ commercial objectives and regulatory obligations; and participated in negotiation rounds and evaluated proposals from a legal perspective.

The Legal Department played a central role in advising ROSHN on a series of financing transactions involving bank facility agreements to raise approximately SAR20bn in debt financing. With Wahbeh’s guidance, the department: negotiated transaction documents to secure favourable terms while balancing lender requirements; facilitated timely closures by obtaining necessary authorisations and resolutions; and supported ongoing financing arrangements, including structuring deals to limit or eliminate recourse to ROSHN.

Under Wahbeh’s leadership, the Legal Department led the drafting of proposed legislation relating to Community & Homeowners Associations and service charge collections. Key actions included: conducting multiple meetings with regulatory bodies such as the Real Estate General Authority (REGA) and the Ministry of Housing; engaging an external law firm to draft and propose a Master Community Declaration; submitting a legislative proposal to REGA advocating for regulatory amendments beneficial to major developers; and collaborating with specialised legal teams to draft a new chapter for large-scale developers, with regulatory discussions ongoing.

Operational Control of Uptown Jeddah Corporation (UJC)

Wael led the Legal Department’s support of ROSHN’s acquisition of Uptown Jeddah Corporation (UJC). Key contributions included: updating UJC’s organisational and board structure, defining roles and responsibilities: streamlining stakeholder and consultant discussions to enhance governance; negotiating shareholder agreements to align authority delegation with ROSHN’s governance framework; filing documentation via the Ministry of Commerce’s “SBC” portal to formalise ROSHN’s control; and developing a suite of legal documents: Board Resolutions, By-Laws, Constitutional Documents, and Shareholder Agreements.

Under Wahbeh’s leadership, the Legal Department has introduced several innovations to improve efficiency, streamline processes, and foster cross-functional collaboration. These include: developing a comprehensive legal knowledge database with standardised contract templates and regulatory updates, significantly reducing drafting time; implementing a new departmental structure with three specialised divisions: Corporate/Commercial, Construction (contentious and non-contentious), and Real Estate — each led by a dedicated head; leveraging technology tools to enhance research, improve efficiency, and stay current with legal developments; integrating legal support into early-stage decision-making processes to proactively mitigate risks.

As the leader of a 13-member legal team across ROSHN’s Riyadh and Jeddah offices, Wahbeh has adopted a people-centred approach focused on empowerment, growth, and collaboration. His strategies include: introducing a rotational learning model, enabling junior lawyers to gain experience across legal disciplines and expand their understanding of the business; emphasising continuous development, aligning training with both individual career goals and the department’s broader strategic objectives; encouraging a culture of recognition, acknowledging contributions regularly to boost morale; enhancing cross-functional collaboration through training sessions for business units, promoting legal awareness and proactive risk management; supporting a flexible and inclusive work environment, with a strong emphasis on work-life balance and mental well-being. Wael fosters autonomy while providing guidance when necessary, encouraging team members to take ownership of their work.

Wahbeh’s strategic direction has solidified the Legal Department’s role as a trusted business partner, ensuring that ROSHN remains at the forefront of real estate development aligned with Saudi Vision 2030.