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, ROSHN is a Public Investment Fund (PIF) company and a key player in driving the objectives of Saudi Vision 2030. The company is focused on transforming the urban landscape with human-centric, integrated developments that enhance connectivity and quality of life across the Kingdom.

Wahbeh’s legal expertise and leadership have been instrumental in supporting the company’s strategic growth while ensuring compliance with legal and regulatory frameworks. Reporting directly to the CEO and serving as a key member of the senior leadership team, he oversees ROSHN’s legal function, providing legal counsel on a broad range of matters. His role is crucial 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?

Over the past year, I have led several significant legal initiatives and transactions that have been key to advancing ROSHN’s projects.

One of the most notable achievements was the finalisation of the 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 my strategic guidance, the legal department successfully renegotiated the terms of the Memorandum of Understanding, securing stronger legal and commercial advantages for ROSHN. I led the negotiations on critical agreements, such as the development agreement, lease agreement, naming rights agreement, and home advertising sharing agreement. Additionally, I provided invaluable support to ROSHN’s risk management team, preparing a ‘risk assessment summary’ for approval by the acting group CEO, PIF, and the board of directors. By the second quarter of 2024, we had finalised and executed all key documents necessary for the Dammam Stadium Project Financing. Later, in the third quarter, 2024, we reviewed and summarised FIFA agreements for the 2034 World Cup in relation to the stadium.

The legal department also played a vital role in ROSHN’s Hotel and Golf Club development, our first high-end development, which includes a luxury hotel, branded residences, a golf club, and a wellness country club – all integrated within the SEDRA masterplan, with an estimated value of SAR 1bn. I provided guidance as the team advised and supported internal stakeholders in negotiating Letters of Intent and negotiated comprehensive management agreements with operators for the management and licensing of these premium assets and facilities.

Another key project under my leadership was the Marafy Alarous Canal project in North Jeddah. This proposed 10-kilometer-long canal will connect to the Red Sea at Obhur Creek, passing through lands owned by ROSHN, the General Authority of Civil Aviation, Uptown Jeddah Company, and other private owners. The Legal Department provided critical support, guidance, and advice throughout the project’s development, ensuring that internal stakeholders received the necessary assistance. The project aims to create a high-quality canal-side mixed-use development, featuring retail spaces, offices, hotels, leisure facilities, and dining options. I helped navigate complex issues, including land expropriation, authority approvals, the ownership model for the canal and canal-side development, and overall project governance.

In the realm of transit-oriented development, I led the legal department in advising on the structure, financing, and progress of a metro-anchored, mixed-use project at the King Abdulaziz City for Science and Technology (KACST) site. This SAR 24bn project will include residential units, commercial offices, retail spaces, serviced apartments, hotels, a mosque, a school, public realm features, and an innovation hub. My guidance was integral to the negotiation of the Memorandum of Understanding with KACST, advising on title structuring, and aligning the deal structure with ROSHN’s strategic objectives.

I also oversaw the successful development of a joint venture to establish an industrial park in Jeddah, a key initiative for ROSHN. This project, valued at over SAR 1bn and covering 1.32 million square metres, will become a national logistics hub aligned with Saudi Arabia’s Vision 2030. My leadership was instrumental throughout the entire project lifecycle. The legal department played a key role in negotiating and finalising the Heads of Terms, advising on structuring matters such as ownership models and governance rights, conducting legal risk assessments, and ensuring alignment with internal stakeholders’ commercial objectives, risk appetite, and regulatory obligations.

A significant aspect of my leadership also involved securing approximately SAR 20bn in debt financing through a series of bank facility agreements. The legal department, under my direction, worked diligently to negotiate favourable transaction terms while balancing lender requirements. We facilitated timely closures by obtaining the necessary authorisations and resolutions, and ensured ongoing financing arrangements were structured to limit or eliminate recourse to ROSHN. This strategic approach ensured optimal outcomes for the company.

My leadership extended beyond operational legal matters, as I guided the legal department in submitting a draft proposal for new legislation addressing community and homeowners associations and service charge collections. This process involved multiple meetings with regulatory authorities such as the Real Estate General Authority (REGA) and the Ministry of Housing, to align legal frameworks. I engaged an external law firm to draft and propose a master community declaration, and the department submitted a legislative proposal to REGA advocating for regulatory amendments beneficial to major developers. The legal department also collaborated with specialised legal teams to draft a new chapter focused on large-scale developers, with ongoing discussions awaiting regulatory feedback.

Finally, I led the legal department in supporting ROSHN’s acquisition of Uptown Jeddah Corporation (UJC). My team played a crucial role in updating UJC’s organisational and board structure, defining key roles and responsibilities. We streamlined discussions with stakeholders and consultants to enhance governance and negotiated shareholder agreements that established controls over the delegation of authority, ensuring alignment with ROSHN’s governance framework. The department also filed the necessary documentation with the Ministry of Commerce’s ‘SBC’ portal to formalise ROSHN’s control over UJC and provided a comprehensive legal contract suite for ongoing support.

My leadership has been pivotal in ROSHN’s legal and strategic advancements, ensuring the company remains at the forefront of real estate development and continues to align with Saudi Vision 2030.

What innovations have you made to the way your legal team works in the past year?

I have prompted the legal department to implement several key innovations aimed at enhancing efficiency, streamlining processes, and strengthening cross-functional collaboration. These initiatives have positioned the Legal Department as a strategic enabler within the organization, ensuring that legal operations are fully aligned with ROSHN’s growth and operational objectives.

To enhance internal efficiency, I directed the legal department to develop a comprehensive legal knowledge database containing standardised contract templates and regulatory updates. This initiative has significantly reduced contract drafting time and ensured consistency across transactions, allowing the legal department to focus on higher-value strategic matters.

Recognising the need for structured specialisation within the legal function, I introduced a new functional structure within the department, categorizing legal expertise into three specialised divisions: Corporate/Commercial, Construction (contentious and non-contentious), and Real Estate. Each division is led by a dedicated head of function, responsible for overseeing legal workstreams and ensuring cross-functional collaboration. This structure not only streamlined legal operations but also ensured that legal strategy was embedded into major business decisions from the outset, rather than being addressed reactively.

Additionally, the legal department leveraged technology tools to enhance efficiency, streamline research, and stay updated on the latest legal developments.

Finally, by improving collaboration with internal departments, the legal department became more involved in early-stage decision-making, ensuring that legal considerations were integrated into key projects from the outset, helping mitigate potential risks.

What do you think are the key things to remember to motivate and manage the other members of your legal team?

As the leader of a 13-member legal team across ROSHN’s Riyadh and Jeddah offices, I have implemented several key strategies to motivate and manage the team effectively. My leadership focuses on empowerment, continuous development, open communication, and fostering a culture of collaboration and respect.

One major initiative I introduced is a rotational learning model, which allows junior legal professionals to gain hands-on experience across multiple legal disciplines. This initiative prepares team members for more complex responsibilities while offering them a broader perspective on the business, thus enhancing their professional development. It’s an approach particularly motivating for those seeking career progression.

I also emphasise continuous learning, ensuring that team members’ training aligns with both their career goals and ROSHN’s broader legal strategy. I have fostered a culture of recognition by regularly acknowledging team contributions, which has been a key factor in boosting morale and engagement.

Recognising the importance of cross-functional collaboration, I introduced cross-functional training sessions aimed at equipping business units with essential legal knowledge. This initiative has helped improve proactive risk management and has ensured that the legal department plays a central role in business decisions, motivating team members to feel deeply connected to ROSHN’s growth.

I am also committed to promoting a supportive, inclusive work environment, where I encourage autonomy and responsibility in legal matters while always providing guidance when needed. This approach helps instil confidence, motivating team members to take ownership of their work.

Lastly, I place a strong emphasis on work-life balance and mental well-being, ensuring that team members can manage both their personal and professional commitments. The flexible work environment I’ve nurtured has enhanced morale and productivity.