Former FRA chairman Ziad Bahaa-Eldin returns to private practice at Adsero, with a sharper read on what real legislative reform looks like

Ziad Bahaa-Eldin (LinkedIn) has spent a career moving between the regulator’s chair and the advisor’s seat. He has served as executive chairman of both the Financial Regulatory Authority (FRA) and the General Authority for Investment and Freezones (GAFI), sat on the Central Bank’s board, and served as a member of parliament and deputy prime minister for economic development. Bahaa-Eldin also drafted legislation across the Arab world — in the UAE, Saudi Arabia, Lebanon, and Jordan.

Now, Bahaa-Eldin is heading back to private practice, joining Adsero – Ragy Soliman & Partners on 1 July as a senior partner and head of a newly configured Financial Regulatory and Capital Markets Department. He’ll be joined by Partner Mohamed El Ehwany (LinkedIn), an M&A and energy and infrastructure specialist, and Counsel Rana El Kahwagy (LinkedIn), whose practice spans antitrust and regulatory compliance.

We sat down with Bahaa-Eldin to talk about the new practice, where he thinks Egypt’s legislative reform agenda is headed, and how he reads the macro picture as the Strait of Hormuz crisis ripples through the global economy.

Edited excerpts from our conversation:

EnterpriseAM: What is it about the market right now that makes the combined structure of this new department — regulatory and capital markets together — the right one, rather than keeping them as two separate entities?

Ziad Bahaa-Eldin: You don’t get capital markets companies anymore that only do capital markets. Any new financial institution has to start somewhere — as a bank, a portfolio manager, a broker, a private equity firm — but once it’s licensed in one area, it ends up dealing across boundaries constantly. It’s hard to think of a private equity company doing old-school private equity without also getting into restructuring, M&A, sometimes ins., sometimes securitization. Clients’ own businesses are moving across the lines between capital markets, finance, and regulation, and a modern law firm has to adopt that same fluidity rather than work in silos.

EnterpriseAM: You said Egypt is on the brink of major expansion in regulatory practice — what’s behind that?

ZB: Several things. With recent geopolitical changes, Egypt is entering a new phase of potentially major transactions — whether in public-sector restructuring, private-sector companies organizing to be more competitive internationally, or multinationals and Gulf institutional capital coming back in to consider prospects here.

The other piece is the new State Ownership Document, version two. The document itself is shorter, better organized, and more realistic than the first version four years ago. But more importantly, there is more credibility behind it this time, and more willingness on the government's part to actually go ahead and begin implementing it. The first version was well-written but almost not applied at all. This time feels different — and that puts more transactions on the way.

EnterpriseAM: You’ve spent years on the regulatory side — at the FRA and GAFI — and you’ve also advised the private sector since leaving government. How has that shift shaped the way you now approach clients navigating those same institutions?

ZB: People tend to assume licensing is the practical heart of the job, but the real value lies in the thinking that goes into structuring [an agreement], setting up a company, or restructuring a group. It’s about understanding what a regulation is actually meant to achieve, how to comply with it from the outset, and how to put a client in the best position to benefit from it. Laws carry benefits and tax advantages as well as restrictions. Getting that framework right from the start matters more than people give it credit for.

EnterpriseAM: What gap are you trying to fill with this new department? Is there a particular goal you are hoping to achieve within the first year?

ZB: We’re not bringing something completely new — we’re regrouping resources that already exist at Adsero. The firm has deep expertise in regulation, capital markets, financial transactions, banking, and M&A. What we’re adding is an extra layer of emphasis on regulation and compliance, which is becoming a fundamental service area for clients navigating Egypt’s more complex regulatory system. Mohamed brings deep M&A and corporate transaction experience, particularly in oil and gas; Rana adds strength in regulation, supervision, competition, and compliance.

I want to introduce new lines of business, particularly cross-border transactions, deploying some of my knowledge of Gulf and Middle East [systems of law]. Clients increasingly don’t want to [navigate] single transactions in isolation — they’re bringing complex issues spanning three or four areas of law at once.

EnterpriseAM: We’ve seen a lot of infrastructure investments in the past years, and legislative activity recently — a new competition law, company law amendments moving through the Senate, and FRA decrees reorganizing the non-banking financial sector. What’s your read on the current state of legislative reform?

ZB: Physical infrastructure — roads, bridges — chases specific goals: lower costs, better efficiency, more competitiveness. Legislative reform needs the same clarity. It has to deliver justice (correcting imbalances that disadvantage one group), economic efficiency (investors moving quickly without bureaucratic delay), and — the point I wish got more attention — predictability.

As an investor, I can live with delay if I know it’s coming, and I can factor rising costs into my margins. What I can't plan around is a lawyer telling me a process could take anywhere from a month to two years, or cost between EGP 100 to EGP 10k. Legislative reform isn’t about introducing something brand new or shortening procedures — it's about improving an investor’s ability to predict and plan for the future.

Laws themselves are like an iceberg — a small part floats on the surface, the larger body sits submerged. Procedural improvements — fee reductions, one-stop-shops, shorter customs — matter, but they're the visible surface.

Real reform means going below the surface, to the fundamental laws underneath. The companies law isn’t about how many copies you submit when you incorporate; it’s the legal framework governing how companies function. The banking law of 2020 and ins. law of 2022 are in the same category — they didn’t tweak the system, they rebuilt it, the way Egypt does maybe once every 30 to 40 years.

The revision of the companies law before the Senate matters for the same reason — it hasn’t changed since 1981, and the one before that was from 1954. A change every 30 or 50 years. These are the things that actually impact economic activity. I hope to see more work on the fundamental laws, not just procedural fixes.

EnterpriseAM: Are you optimistic about Egypt’s direction this year, particularly if the war winds down?

ZB: I think the war will end soon in the narrow sense — the active fighting. But the anxiety isn’t really about Egypt alone, it’s global, and we talk about the war ending as if we’ll simply return to where we were two months before it started.

This war’s impact will stretch for years. Take the Strait of Hormuz. Even if it reopened tomorrow, shipping would take four to five weeks to flow normally. The oil facilities that were hit need, by conservative estimates, four to five years to recover. The disruption isn’t only about a closed route — the goods that are supposed to come out aren’t coming out at all.

On Egypt, I’m optimistic by nature. I describe the country as a large ship — heavy, slow, less affected by rapid shocks but slow to change direction. We don’t leap upward, and we don’t collapse downward. Compare the Gaza war’s impact on Egypt’s tourism to Jordan’s or Lebanon’s, and you see the same pattern with the current war relative to the Gulf, Greece, Iraq, or Jordan. I’m not worried about the country. But for genuine reform, we need a pace of effort, decisions, laws, and policy that is considerably faster than what we have today.