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Jood A AlDaffaa

• Associate
• +966 11 202 0344
• jaldaffaa@talawksa.com

Languages

• English
• Arabic

Practice Focus

• Corporate
• Commercial
• Mergers and Acquisitions
• Commercial Litigation
• Foreign Investment
• Corporate Restructuring and Reorganisation

Education

• City St George’s, University of London, LL.M. International Banking and Corporate Law, with Distinction, 2026 (London, UK)
• Prince Sultan University, L.L.B. Commercial Track, 2021 (Riyadh, KSA)

Summary

Jood is an Associate and transactional lawyer in the Corporate Practice, specialising in a broad range of corporate matters, including mergers and acquisitions, foreign investments, incorporations and corporate reorganisations, corporate governance, capital markets and litigation.
Academically, Jood holds an LL.M. in International Banking and Corporate Law, with Distinction, from City St George’s, University of London. She also holds an LL.B. in Commercial Law from Prince Sultan University. In addition, Jood completed her A Levels and GCSEs in the United Kingdom.

Repersentative Matters

• Advises on the full M&A lifecycle: initial structuring, legal due diligence, document negotiation (SPAs, SSPs, APAs, SHAs, JVAs), merger control filings with the SCCA, and post-completion implementation.
• Advised a foreign shareholder on a cross-border manufacturing joint venture between two global consumer brands, acting as Saudi counsel and managing all transaction documents from term sheet through to completion, including JVA negotiation, regulatory approvals, and closing mechanics.
• Advised on the cross-border acquisition of the world's largest cookware manufacturer by a large French buyer, structured as a hybrid transaction comprising a share subscription and a share sale, coordinating with international counsel throughout.
• Advised on the cross-border acquisition of an international food & beverage chain by way of an asset purchase agreement, including the separate acquisition of the master franchise agreement governing the chain's regional operations.
• Advised on the cross-border disposal of a large construction company through a complex share-swap structure, acting as joint representative of both parties given the reciprocal nature of the transaction, in which each party assumed the simultaneous role of buyer and seller.
• Advised on an immediate exit from a joint venture following completion, including the unwinding of JVA obligations and resolution of post-closing matters.
• Advised on the cross-border full exit of a majority shareholder in the banking sector by way of a share purchase agreement, including regulatory considerations applicable to financial sector disposals in Saudi Arabia.
• Advised on a complex cross-border asset acquisition alongside a concurrent agreement to liquidate those assets in exchange for shares in a target company, to be implemented pursuant to a share swap agreement, requiring careful structuring to manage deferred consideration and transfer mechanics.
• Advised on the cross-border restructuring of seven subsidiaries within a large, well-known group company, each holding franchise rights or foreign shareholding interests, to align the group's corporate structure with prevailing market conditions and the requirements of the New Companies Law.
• Advised on the incorporation of a simplified joint stock company structured for cross border acquisition by foreign investors in accordance with an agreed business plan, including MISA licensing and constitutional documentation.
• Advised on the design and implementation of a Long-Term Incentive Plan (LTIP) comprising both actual stock awards and phantom share arrangements.
• Advised a Tadawul-listed company on losses exceeding 50% of capital under the New Companies Law, being the first instance of such advice on the Saudi Exchange market, and subsequently advising on the cross-border disposition of the company's global brand portfolio as part of its remediation strategy.
• Represents clients in commercial litigation before Saudi courts and the CRSD, with cross-border dispute experience spanning multiple jurisdictions.
• Represented a master franchisee of a leading international food chain in a complex dispute before the Saudi Centre for Commercial Arbitration (SCCA) arising from an asset purchase agreement, conducting all pleadings, evidence, and advocacy before the tribunal — securing a favourable award on the primary claim and successfully pursuing a counterclaim, resulting in a dual victory for the client.
• Successfully defended a client before the Saudi courts against claims for rental payments accrued prior to completion under an asset purchase agreement, securing a favourable judgment at first instance which withstood challenge through both the Court of Appeal and the Supreme Court.
• Advised a franchisee client on crisis management and legal strategy following the erroneous transfer of a business to an unauthorised buyer upon expiry of a franchise agreement, navigating competing claims from the franchisor and the unauthorised buyer simultaneously.
• Advised a franchisee client in cross-border litigation against a well-known international clothing brand arising from a franchise agreement dispute with a Turkish counterparty, leading the matter from the Saudi side and coordinating Turkish legal counsel throughout all stages of the proceedings.
• Retained as expert witness in proceedings before the Courts of England and Wales on matters of Saudi corporate law, preparing expert reports, supplementary expert reports, and contributing to joint expert reports in accordance with the Civil Procedure Rules.
• Serves as Board Secretary for multiple PIF (Public Investment Fund) portfolio companies — preparing board packs, resolutions, minutes, and governance documentation to international standards.
• Drafts and negotiates a wide range of commercial instruments: master services agreements, supply agreements, exclusivity arrangements, and employment related documentation.