Construction Claims Under FIDIC Contracts

UAE Corporate Law·August 2026·8 min read

Key Developments in UAE Corporate Governance: What Businesses Need to Know

The UAE has introduced a series of significant corporate governance reforms over the past 18 months. We examine the key changes and their practical implications for businesses operating in the UAE.

The UAE's corporate governance landscape has undergone substantial reform in recent years, driven by the country's ambition to position itself as a leading global business hub. The amendments to the UAE Commercial Companies Law, combined with new DIFC and ADGM regulatory guidance, have created a more robust and internationally aligned governance framework.

For businesses operating in the UAE — whether onshore, in a free zone, or through a DIFC or ADGM structure — understanding these changes is essential. Non-compliance carries real risk: regulatory penalties, reputational damage, and in some cases, personal liability for directors and officers.

Among the most significant developments is the enhanced focus on beneficial ownership transparency. UAE companies are now required to maintain accurate and up-to-date beneficial ownership registers, with disclosure obligations to the relevant regulatory authority. This aligns the UAE with international AML and transparency standards and reflects the country's commitment to its FATF obligations.

Board composition and director duties have also received renewed attention. The expectation that boards include independent directors — particularly for larger or listed entities — has been reinforced, and the duties of care, loyalty and disclosure owed by directors have been more clearly articulated in regulatory guidance.

For free zone entities, particularly those in DIFC and ADGM, the common law governance frameworks have been further developed. ADGM's Companies Regulations and DIFC's Companies Law have both been updated to reflect evolving international best practice, with particular attention to minority shareholder protections and related-party transaction disclosure.

Practical implications for businesses include a review of constitutional documents (memoranda and articles of association) to ensure alignment with current requirements, an audit of beneficial ownership records, and a review of board composition and committee structures. Businesses with operations across multiple UAE jurisdictions — onshore and free zone — should ensure consistency of governance standards across all entities.

Key Points

Beneficial ownership registers must be accurate and current across all UAE entity types.
Director duties have been more clearly articulated — personal liability risk is real.
DIFC and ADGM frameworks updated to reflect international best practice.
Constitutional documents should be reviewed for alignment with current requirements.

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Navigating Egypt's Investment Landscape: Regulatory Framework and Opportunities

Egypt's investment environment has evolved significantly, with legislative reforms aimed at attracting foreign capital. We examine the current regulatory framework and key considerations for investors.

Egypt remains one of the most significant investment destinations in the MENA region, offering a large domestic market, a strategic geographic position, and a government actively pursuing economic reform. For investors considering Egypt, understanding the current regulatory framework is essential to structuring investments effectively and managing risk.

The Investment Law (Law No. 72 of 2017) and its amendments remain the primary legislative framework governing foreign investment in Egypt. The law provides a range of investment incentives, including tax exemptions, customs duty reductions, and guarantees against nationalisation and expropriation. The General Authority for Investment and Free Zones (GAFI) serves as the primary regulatory body for investment-related matters.

Egypt's free zones continue to attract significant interest, particularly for export-oriented businesses. The public free zones — including those at Port Said, Alexandria and Nasr City — offer attractive incentive packages, while private free zones can be established for specific projects subject to GAFI approval.

Dispute resolution is a key consideration for foreign investors. Egypt is a signatory to the New York Convention on the Recognition and Enforcement of Foreign Arbitral Awards, and international arbitration clauses are generally enforceable in Egyptian courts. The Cairo Regional Centre for International Commercial Arbitration (CRCICA) provides a well-established institutional arbitration framework.

Currency repatriation has historically been a concern for foreign investors in Egypt. The current framework permits the repatriation of capital and profits in foreign currency, subject to compliance with applicable foreign exchange regulations. Investors should seek specific advice on the current position given the evolving nature of Egypt's foreign exchange environment.

For UAE-based investors and businesses with Egypt exposure, the bilateral investment treaty between the UAE and Egypt provides an additional layer of protection. Understanding the interaction between Egyptian domestic law, the bilateral treaty framework, and any applicable international arbitration rules is important for structuring investments and managing disputes effectively.

Key Points

Investment Law No. 72 of 2017 provides the primary framework for foreign investment.
Egypt is a New York Convention signatory — international arbitration clauses are generally enforceable.
Free zones offer attractive incentives for export-oriented businesses.
UAE–Egypt bilateral investment treaty provides additional investor protections.

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International Arbitration in the MENA Region: Trends and Developments

The MENA region has established itself as a significant centre for international arbitration. We examine current trends, institutional developments and practical considerations for parties to MENA-seated arbitrations.

International arbitration in the MENA region has grown substantially over the past decade, driven by the region's increasing role in global trade and investment, the development of sophisticated arbitration institutions, and a growing judicial willingness to support the arbitral process. For businesses operating in the region, understanding the arbitration landscape is essential for effective dispute resolution planning.

The Dubai International Arbitration Centre (DIAC) has undergone significant reform in recent years, with new arbitration rules that align more closely with international best practice. The DIAC 2022 Rules introduced a number of procedural improvements, including provisions for emergency arbitration, expedited proceedings, and enhanced case management. DIAC has seen a steady increase in caseload, reflecting growing confidence in Dubai as an arbitration seat.

The DIFC-LCIA Arbitration Centre, which operated as a joint venture between the DIFC and the London Court of International Arbitration, was dissolved in 2021. Cases previously filed under DIFC-LCIA rules are now administered by DIAC under transitional arrangements. Parties with existing DIFC-LCIA clauses should review their position and consider whether to update their dispute resolution provisions.

Saudi Arabia has made significant strides in developing its arbitration framework. The Saudi Center for Commercial Arbitration (SCCA) has established itself as a credible institutional option for Saudi-seated arbitrations, with rules that reflect international standards. The Saudi courts have shown increasing willingness to enforce arbitral awards, including foreign awards, subject to the usual public policy and procedural requirements.

Egypt's Cairo Regional Centre for International Commercial Arbitration (CRCICA) remains the primary institutional option for Egypt-seated arbitrations. The Egyptian courts have a generally supportive approach to arbitration, and Egypt's status as a New York Convention signatory facilitates the enforcement of foreign awards.

For parties drafting dispute resolution clauses for MENA-related contracts, the choice of seat, institution and governing law requires careful consideration. The interaction between the chosen seat's arbitration law, the institutional rules, and the governing law of the contract can have significant practical implications for the conduct and enforceability of any arbitration. Specialist advice at the drafting stage is invariably more cost-effective than addressing these issues in the context of a live dispute.

Key Points

DIAC 2022 Rules introduced emergency arbitration and expedited proceedings.
DIFC-LCIA dissolved in 2021 — parties with existing clauses should review their position.
SCCA has established itself as a credible option for Saudi-seated arbitrations.
Seat, institution and governing law selection requires careful consideration at drafting stage.

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UAE Real Estate: Foreign Ownership Expansion and What It Means for Investors

Recent expansions to foreign ownership rights in UAE real estate have opened new opportunities for international investors. We examine the current framework and key due diligence considerations.

The UAE has progressively expanded foreign ownership rights in real estate, reflecting the country's strategy to attract international capital and talent. Understanding the current framework — and the differences between emirate-level rules — is essential for investors considering UAE real estate.

In Dubai, foreign nationals can acquire freehold ownership in designated freehold areas, leasehold interests of up to 99 years in non-freehold areas, and musataha rights (surface rights) in certain areas. The list of designated freehold areas has expanded significantly in recent years and now covers most of Dubai's major residential and commercial districts.

Due diligence for UAE real estate transactions requires careful attention to title verification through the Dubai Land Department (DLD) or the relevant emirate's land authority, review of any service charge obligations and strata arrangements, and — for off-plan purchases — assessment of the developer's track record and escrow arrangements.

For commercial real estate, additional considerations include zoning and permitted use, lease terms and tenant protections under UAE law, and — for income-producing assets — the structure of any existing tenancies and the applicable rent regulation framework.

Key Points

Freehold ownership available to foreign nationals in designated areas across Dubai.
Title verification through DLD is essential — do not rely on developer representations alone.
Off-plan purchases require assessment of developer track record and escrow arrangements.
Commercial real estate requires additional zoning and tenancy due diligence.

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Saudi Vision 2030: Legal and Regulatory Implications for Foreign Businesses

Saudi Arabia's Vision 2030 programme continues to reshape the country's legal and regulatory environment. We examine the key developments and their implications for foreign businesses and investors.

Saudi Arabia's Vision 2030 programme has driven a wave of legal and regulatory reform that has fundamentally altered the landscape for foreign businesses operating in or entering the Saudi market. Understanding these changes — and their practical implications — is essential for businesses seeking to participate in Saudi Arabia's economic transformation.

The Foreign Investment Law and its implementing regulations have been significantly updated, with the aim of streamlining the process for foreign investment and expanding the sectors open to foreign participation. The Ministry of Investment (MISA) has taken a more proactive approach to facilitating foreign investment, with dedicated support for investors in priority sectors.

The Saudi labour market has also undergone significant reform. Saudisation (Nitaqat) requirements continue to apply, but the framework has been refined to provide greater flexibility for businesses in certain sectors. The introduction of the Premium Residency programme has created new options for foreign nationals seeking long-term residency in Saudi Arabia.

For businesses considering Saudi Arabia, the choice of entry structure — branch, subsidiary, joint venture, or participation in a special economic zone — requires careful analysis. Each structure has different implications for ownership, liability, regulatory requirements and tax treatment.

Key Points

Foreign Investment Law updated to streamline entry and expand permitted sectors.
MISA provides dedicated support for investors in priority sectors.
Saudisation requirements apply — labour market compliance is essential.
Entry structure choice has significant implications for ownership, liability and tax.

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Shareholders' Agreements: Why Growing Companies Need Clear Governance Rules

A well-drafted shareholders' agreement is one of the most important governance documents a company can have. We examine the key provisions that protect shareholders, prevent disputes and provide a clear framework for managing the business.

Why a Shareholders' Agreement Matters

A shareholders' agreement is a private contract between the shareholders of a company that governs their relationship, their rights and obligations, and the rules by which the company is managed. Unlike a company's constitutional documents — its memorandum and articles of association — a shareholders' agreement is confidential and can be tailored to the specific needs of the shareholders and the business.

Many businesses operate for years without a shareholders' agreement, relying on goodwill and informal understanding. This approach works until it does not. A dispute over strategy, a shareholder who wants to exit, a disagreement over dividends, or the death or incapacity of a key shareholder can all create serious problems in the absence of a clear governance framework. The cost of resolving these issues without a shareholders' agreement — in time, money and relationships — is almost always far greater than the cost of putting one in place at the outset.

Shareholder Rights and Obligations

A shareholders' agreement should clearly define what each shareholder is entitled to — and what they are required to do. This includes rights to information about the company's financial position and affairs, rights to participate in decisions, rights to receive dividends, and any obligations to contribute capital, provide services, or comply with non-compete or confidentiality restrictions.

The balance of rights between majority and minority shareholders is a central consideration. Majority shareholders typically have the power to make ordinary decisions, but minority shareholders may require specific protections — such as the right to appoint a director, veto rights over certain decisions, or anti-dilution provisions — to ensure their interests are not overridden.

Decision-Making and Reserved Matters

A well-structured shareholders' agreement distinguishes between decisions that can be made by the board of directors in the ordinary course of business, decisions that require shareholder approval by a simple majority, and decisions that require a higher threshold — sometimes unanimity — because of their significance to the company or to particular shareholders.

Reserved matters — sometimes called consent matters — are decisions that require the approval of a specified majority or of specific shareholders regardless of their overall shareholding. Common reserved matters include changes to the company's constitutional documents, the issue of new shares, the incurring of significant debt, the disposal of material assets, changes to the nature of the business, and the appointment or removal of senior management. Identifying the right reserved matters for a particular business requires careful thought: too few and minority shareholders are inadequately protected; too many and the business becomes difficult to manage.

Management, Control and Board Composition

The shareholders' agreement should address how the company is managed on a day-to-day basis and how the board of directors is constituted. This includes provisions on the number of directors, the right of shareholders to appoint and remove directors, quorum requirements for board meetings, and the role of any chairman or managing director.

Where the company has shareholders who are also involved in management — as is common in owner-managed businesses and joint ventures — the agreement should clearly distinguish between their roles as shareholders and their roles as executives or managers. Conflating these roles is a common source of governance problems.

Transfer of Shares

Controlling who can become a shareholder is one of the most important functions of a shareholders' agreement. Without transfer restrictions, a shareholder could sell their shares to a competitor, a third party unknown to the other shareholders, or — in the event of death — their shares could pass to an heir with no connection to the business.

Common transfer provisions include pre-emption rights (requiring a selling shareholder to offer their shares to existing shareholders first), drag-along rights (allowing majority shareholders to require minority shareholders to sell in a third-party acquisition), tag-along rights (allowing minority shareholders to participate in a sale by the majority on the same terms), and lock-up periods during which transfers are restricted entirely.

Deadlock Mechanisms

In companies with equal shareholdings — or where a shareholder has veto rights — deadlock can occur when shareholders cannot agree on a material decision. Without a mechanism to resolve deadlock, the company can become paralysed, and the only remedy may be costly and disruptive litigation.

Deadlock provisions typically include escalation procedures (requiring the matter to be referred to senior management or external mediation before any other remedy is available), buy-sell or 'shotgun' mechanisms (allowing one shareholder to offer to buy the other's shares at a stated price, with the other shareholder having the option to buy at the same price instead), and — as a last resort — provisions for the orderly winding up of the company. The appropriate mechanism depends on the nature of the business and the relationship between the shareholders.

Exit Arrangements

A shareholders' agreement should address how shareholders can exit the business — whether through a sale of their shares, a sale of the company, a listing, or a buyback. Exit provisions should address the process for agreeing a valuation, the circumstances in which a shareholder can be compelled to sell (for example, on termination of employment or on a material breach of the agreement), and the rights of remaining shareholders in the event of an exit.

Good leaver and bad leaver provisions are particularly important where shareholders are also employees or service providers. These provisions typically allow the company or other shareholders to acquire the departing shareholder's shares at a price that reflects the circumstances of their departure — full market value for a good leaver, a discounted price for a bad leaver.

Dispute Prevention and Governing Law

The best shareholders' agreements are those that are never needed — because the process of negotiating and drafting them forces shareholders to address difficult questions at a time when relationships are positive and the stakes are lower. The discipline of agreeing governance rules in advance is itself a form of dispute prevention.

The agreement should include clear provisions on governing law and dispute resolution. For businesses operating in the UAE and the wider MENA region, the choice between onshore UAE courts, DIFC or ADGM courts, and international arbitration requires careful consideration, taking into account the nature of the business, the nationalities of the shareholders, and the enforceability of any award or judgment.

Legal DisclaimerThis article is intended for general informational purposes only and does not constitute legal advice. The law applicable to shareholders' agreements varies by jurisdiction. Businesses should seek specific legal advice tailored to their circumstances before entering into or amending any shareholders' agreement.

Key Points

A shareholders' agreement is a confidential, flexible governance document that sits alongside the company's constitutional documents.
Reserved matters protect minority shareholders by requiring higher approval thresholds for significant decisions.
Transfer restrictions — pre-emption, drag-along and tag-along rights — control who can become a shareholder.
Deadlock mechanisms are essential in equal-shareholding structures to avoid paralysis.
Good leaver and bad leaver provisions protect the company where shareholders are also employees.

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Corporate Restructuring: Key Legal and Commercial Considerations for Businesses

Corporate restructuring — whether driven by growth, distress, regulatory change or strategic realignment — raises complex legal and commercial questions. We examine the key issues businesses and their advisers need to address.

Why Businesses Restructure

Corporate restructuring encompasses a wide range of transactions and processes — from the reorganisation of a group's legal structure to the disposal of a business division, from a merger or acquisition to a financial restructuring driven by liquidity pressure. What these processes have in common is that they involve material changes to the legal, commercial or financial architecture of a business, and they carry significant risk if not properly planned and executed.

The reasons businesses restructure are varied. Growth and expansion may require a more sophisticated group structure to accommodate new markets, new investors or new regulatory requirements. Strategic realignment may involve the disposal of non-core activities or the consolidation of operations. Financial pressure may require a renegotiation of debt obligations or a recapitalisation. Regulatory change — including changes to foreign ownership rules, tax legislation or licensing requirements — may necessitate a structural response. In each case, the legal and commercial implications of the restructuring need to be carefully assessed before implementation begins.

Ownership and Group Restructuring

Group restructuring — the reorganisation of the legal entities within a corporate group — is one of the most common forms of restructuring. This may involve the creation of new holding companies, the transfer of assets or businesses between group entities, the merger of entities, or the rationalisation of a group structure that has grown organically and become unnecessarily complex.

In the MENA region, group restructuring often involves navigating the interaction between onshore and free zone entities, foreign ownership restrictions, and the requirements of multiple regulatory authorities. A restructuring that is straightforward from a commercial perspective may involve significant legal complexity when implemented across multiple jurisdictions.

Operational Restructuring

Operational restructuring — changes to the way a business operates rather than to its legal structure — raises its own legal considerations. Workforce reductions, changes to employment terms, the outsourcing of functions, and the renegotiation of supplier or customer contracts all have legal implications that need to be addressed as part of the restructuring plan.

In the UAE and other MENA jurisdictions, employment law considerations are particularly important. The requirements for lawful termination, the calculation of end-of-service entitlements, and the obligations to notify regulatory authorities of workforce changes vary by jurisdiction and need to be factored into the restructuring timeline and budget.

Corporate Governance During Restructuring

A restructuring process places particular demands on corporate governance. Directors and managers must ensure that decisions are properly authorised, that conflicts of interest are identified and managed, and that the interests of all stakeholders — including creditors, minority shareholders and employees — are appropriately considered.

Where a restructuring involves a distressed business, the duties of directors become particularly acute. Directors must balance their obligations to shareholders with their obligations to creditors, and must be alert to the risk of personal liability if the business continues to trade in circumstances where insolvency is foreseeable. Taking early legal advice in a distressed situation is essential.

Contracts, Liabilities and Third-Party Consents

A restructuring will typically require a review of the business's key contracts to identify provisions that may be triggered by the restructuring — change of control clauses, assignment restrictions, consent requirements, and termination rights. Failing to identify and address these provisions in advance can result in the loss of key contracts, the acceleration of debt obligations, or the triggering of penalties.

Third-party consents — from lenders, landlords, key customers, suppliers and regulatory authorities — are often required before a restructuring can be completed. Mapping these consent requirements at the outset and building them into the implementation plan is essential to avoid delays and unexpected complications.

Regulatory Considerations

Restructurings in the MENA region frequently involve regulatory approvals — from commercial registration authorities, sector regulators, competition authorities, and foreign investment review bodies. The requirements vary significantly by jurisdiction and by the nature of the business, and the timeline for obtaining approvals needs to be factored into the overall restructuring plan.

Tax considerations are also central to any restructuring. The tax implications of transferring assets between entities, the availability of group relief, the treatment of any debt forgiveness, and the impact of the restructuring on the group's overall tax position all require careful analysis. In the UAE, the introduction of corporate tax has added an important dimension to restructuring planning.

Due Diligence and Risk Allocation

Where a restructuring involves the transfer of a business or assets to a third party, due diligence is essential. The scope of due diligence should be tailored to the nature of the transaction and the risks involved, but should typically cover legal title to assets, key contracts, employment obligations, regulatory licences, litigation and contingent liabilities, and intellectual property.

Risk allocation between the parties — through representations and warranties, indemnities, price adjustments and retention mechanisms — is a central element of any transaction involving a business transfer. The appropriate risk allocation will depend on the relative bargaining positions of the parties, the quality of the due diligence findings, and the nature of the risks identified.

Implementation Planning

Successful restructurings are characterised by careful planning, clear sequencing of steps, and proactive management of stakeholder communications. A restructuring that is legally sound but poorly communicated can damage relationships with employees, customers, suppliers and lenders in ways that are difficult to repair.

Engaging legal, financial and tax advisers at an early stage — before the restructuring plan is finalised — allows potential obstacles to be identified and addressed before they become critical path issues. The cost of early advice is almost always less than the cost of resolving problems that arise during implementation.

Legal DisclaimerThis article is intended for general informational purposes only and does not constitute legal advice. The legal and regulatory requirements applicable to corporate restructuring vary significantly by jurisdiction and by the nature of the transaction. Businesses should seek specific legal, financial and tax advice before undertaking any restructuring.

Key Points

Restructuring triggers a review of key contracts for change of control, assignment and consent provisions.
Regulatory approvals — from multiple authorities across multiple jurisdictions — must be mapped and planned for.
Director duties are heightened in distressed restructurings — early legal advice is essential.
UAE corporate tax has added an important dimension to restructuring planning for businesses in the region.
Early engagement of legal, financial and tax advisers reduces implementation risk and cost.

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Directors, Managers and Shareholders: Understanding Corporate Roles, Authority and Risk

Confusion between the roles of directors, managers and shareholders is a common source of corporate governance problems. We examine the distinctions, the authority each role carries, and the risks that arise when boundaries are unclear.

Ownership and Management: A Fundamental Distinction

One of the most common governance problems in privately held companies — particularly owner-managed businesses and joint ventures — is a lack of clarity about who has authority to do what. When the roles of directors, managers and shareholders are not clearly defined and documented, decisions get made by the wrong people, commitments are entered into without proper authority, and disputes arise that could have been avoided.

The starting point is the fundamental distinction between ownership and management. Shareholders own the company — they hold shares that entitle them to a proportion of the company's profits and assets. Directors and managers run the company — they make decisions about how the business is operated on a day-to-day basis. In small companies, the same individuals often occupy both roles, which can blur the distinction and create governance problems.

The Role and Authority of Directors

Directors are appointed by shareholders to manage the company on their behalf. In most jurisdictions, the board of directors has broad authority to manage the company's affairs, subject to the company's constitutional documents and any shareholders' agreement. This authority includes entering into contracts, hiring and dismissing employees, incurring debt, and making strategic decisions about the business.

Directors owe duties to the company — not to individual shareholders. These duties typically include a duty to act in good faith in the best interests of the company, a duty of care and skill, a duty to avoid conflicts of interest, and a duty not to profit from their position without proper disclosure and approval. The precise content of these duties varies by jurisdiction, but the core principles are broadly consistent across common law and civil law systems.

Managers and Delegated Authority

In many companies — particularly in the UAE and other MENA jurisdictions — the day-to-day management of the business is carried out by a general manager or managing director who has been granted authority by the board. The scope of this authority should be clearly documented, typically in a board resolution and a power of attorney, to avoid uncertainty about what the manager can and cannot do on behalf of the company.

Delegated authority creates risk if it is not properly defined and monitored. A manager who acts beyond the scope of their authority may bind the company to obligations it did not intend to incur. Conversely, a manager whose authority is too narrowly defined may be unable to operate the business effectively. The right balance requires a clear understanding of the business's operational needs and the governance framework within which the manager is expected to operate.

Shareholder Decision-Making

Shareholders exercise their ownership rights primarily through general meetings — by voting on resolutions that require shareholder approval. The matters that require shareholder approval, and the threshold required for approval, depend on the company's constitutional documents, any shareholders' agreement, and the applicable company law.

In practice, many privately held companies do not hold formal general meetings — decisions are made informally, by email, or by unanimous written resolution. While this is often practical and efficient, it can create problems if a dispute arises and there is no clear record of what was decided, by whom, and on what basis. Maintaining proper records of shareholder decisions — even in small companies — is an important governance discipline.

Corporate Approvals and Governance Controls

A well-governed company has a clear framework for corporate approvals — a documented understanding of which decisions require board approval, which require shareholder approval, and which can be made by management within defined parameters. This framework should be reflected in the company's constitutional documents, any shareholders' agreement, and internal delegation of authority policies.

Governance controls serve two purposes. First, they protect the company by ensuring that significant decisions are made by the right people with the right information. Second, they protect individual directors and managers by providing a clear record that decisions were properly authorised and made in accordance with the company's governance framework.

Conflicts of Interest

Conflicts of interest are a particular risk in companies where directors, managers and shareholders are closely connected — as is common in family businesses, joint ventures and owner-managed companies. A conflict of interest arises when a director or manager has a personal interest in a transaction or decision that may influence — or appear to influence — their judgment.

Most company law frameworks require directors to disclose conflicts of interest and, in many cases, to abstain from voting on matters in which they have a conflict. The practical management of conflicts requires a clear policy, consistent application, and proper documentation. Undisclosed conflicts are a common source of shareholder disputes and, in serious cases, can give rise to personal liability for the director concerned.

Management and Corporate Risk

Directors and managers can face personal liability in a range of circumstances — not only in cases of fraud or dishonesty, but also where they have acted negligently, exceeded their authority, or failed to comply with regulatory requirements. In the UAE and other MENA jurisdictions, the personal liability of company managers is a real risk that is not always fully appreciated.

Common risk areas include entering into contracts without proper authority, making representations to third parties that the company cannot honour, failing to maintain proper accounting records, and continuing to incur obligations when the company is in financial difficulty. Directors and managers should ensure they understand the scope of their authority and the limits of their personal liability protection.

The Importance of Documented Authority

The single most effective governance measure for a privately held company is clear, documented authority — a written record of who can do what, approved by the appropriate body, and communicated to those who need to know. This includes board resolutions authorising specific transactions, powers of attorney defining the scope of management authority, and shareholders' resolutions approving significant decisions.

Documented authority protects the company in its dealings with third parties, protects directors and managers from personal liability, and provides a clear framework for resolving disputes about who had authority to make a particular decision. In the absence of documented authority, disputes are resolved by reference to what was 'understood' — which is rarely a satisfactory basis for resolving a serious disagreement.

Legal DisclaimerThis article is intended for general informational purposes only and does not constitute legal advice. The legal framework governing directors, managers and shareholders varies by jurisdiction. Businesses should seek specific legal advice on their governance arrangements.

Key Points

Directors owe duties to the company — not to individual shareholders — including duties of care, loyalty and conflict avoidance.
Delegated authority to managers must be clearly documented in board resolutions and powers of attorney.
Shareholder decisions should be properly recorded even in small companies — informal decisions create evidential risk.
Conflicts of interest must be disclosed and managed — undisclosed conflicts are a common source of shareholder disputes.
Documented authority is the single most effective governance measure for a privately held company.

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UAE Employment Law: Key Changes and Employer Obligations

The UAE's employment law framework has been substantially updated in recent years. We examine the key changes under the new Labour Law and their practical implications for employers.

Federal Decree-Law No. 33 of 2021 (the new UAE Labour Law) and its implementing regulations have introduced significant changes to the UAE's employment framework. Employers operating in the UAE — whether onshore or in a free zone subject to MOHRE jurisdiction — need to ensure their employment contracts, policies and practices are aligned with the new requirements.

Among the most significant changes is the introduction of new work permit categories, including part-time, temporary, flexible and remote work arrangements. This reflects the UAE's recognition of evolving work patterns and provides a more flexible framework for both employers and employees.

The new law also introduced changes to end-of-service gratuity calculations, non-compete provisions, and the grounds and procedures for termination. Employers should review their standard employment contracts to ensure alignment with the new requirements, particularly in relation to probation periods, notice provisions and termination procedures.

For DIFC and ADGM employers, the position is different — these free zones operate their own employment law frameworks, which differ in important respects from the MOHRE framework. Employers with staff across both onshore UAE and DIFC/ADGM should be aware of the differences and ensure appropriate contracts are in place for each category of employee.

Key Points

Federal Decree-Law No. 33 of 2021 introduced new work permit categories and flexible arrangements.
End-of-service gratuity, non-compete and termination provisions have changed.
Employment contracts should be reviewed for alignment with current requirements.
DIFC and ADGM operate separate employment law frameworks — different contracts required.

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Trademark Registration and Enforcement in the UAE

UAE trademark registration is the primary basis for brand protection. We examine the process, enforcement options, and cross-border filing strategy.

Why Trademark Registration Matters

For businesses operating in the UAE, trademark registration is a foundational step in protecting brand identity and commercial value. Yet many businesses — particularly those entering the UAE market for the first time — either delay registration or rely on informal use to establish rights. This approach carries significant risk in a jurisdiction where registration is the primary basis for trademark protection.

A registered trademark gives its owner the exclusive right to use the mark in connection with the goods or services for which it is registered, and provides a clear legal basis for action against infringers. Without registration, enforcement options are limited and more difficult to pursue. In a competitive market like the UAE, where brand value is closely linked to commercial success, early registration is a sound investment.

The UAE Trademark Registration Framework

Trademark registration in the UAE is governed by Federal Decree-Law No. 36 of 2021 on Trademarks and its implementing regulations. The Ministry of Economy's Trademark Office administers the registration process, which follows the Nice Classification system for goods and services.

The registration process involves filing an application, examination by the Trademark Office (covering both formal requirements and absolute grounds for refusal), and publication in the Official Gazette. Third parties have 30 days from the date of publication to file an opposition. If no opposition is filed within that period — or if any opposition is resolved in the applicant's favour — the mark proceeds to registration and a certificate is issued. The process typically takes between six and twelve months from filing to registration, though timelines can vary.

Scope of Protection and Key Considerations

UAE trademark registration protects the mark in connection with the specific classes of goods or services for which it is registered. Businesses should carefully consider the scope of their registration — registering in too few classes may leave gaps in protection, while registering in classes where the mark is not used may create vulnerability to cancellation on grounds of non-use.

The UAE Trademarks Law provides for the protection of well-known marks even without registration, but establishing well-known status requires evidence of reputation and recognition in the UAE market. For most businesses, relying on well-known mark protection is a less certain and more costly alternative to registration.

Free Zones: DIFC and ADGM

UAE federal trademark registration extends to the entire territory of the UAE, including the Dubai International Financial Centre (DIFC) and Abu Dhabi Global Market (ADGM) free zones. Businesses operating within these zones do not need a separate federal registration — the federal mark covers them. However, both the DIFC and ADGM maintain their own intellectual property frameworks and dispute resolution mechanisms, which may be relevant to enforcement proceedings or licensing arrangements conducted within those zones.

For businesses with significant operations in the DIFC or ADGM, it is worth considering whether any IP-related agreements — licensing, co-existence, or assignment — should be structured to take account of the applicable free zone law alongside the federal framework.

Trademark Enforcement

When a registered trademark is infringed, the owner has a range of enforcement options. Civil proceedings before the UAE courts can result in injunctions, damages, and orders for the destruction of infringing goods. Criminal proceedings are also available for deliberate infringement, and the UAE Customs authorities can be engaged to intercept counterfeit goods at the border.

The UAE has strengthened its intellectual property enforcement framework in recent years, reflecting the country's commitment to its international IP obligations and its ambition to be recognised as a jurisdiction that takes IP protection seriously. Enforcement actions — particularly against counterfeit goods — have become more effective, and the courts have shown a willingness to grant interim relief where the circumstances justify it.

Cross-Border Protection: Egypt and the Wider Region

For businesses with operations across the MENA region, UAE registration alone is not sufficient. Egypt operates its own trademark registration system, administered by the Egyptian Trademark Office under the Intellectual Property Protection Law No. 82 of 2002. A UAE-registered mark has no automatic effect in Egypt — separate Egyptian registration is required to obtain enforceable rights in that jurisdiction.

The UAE is a member of the Madrid Protocol, which facilitates international trademark registration through a single application designating multiple member states. This provides an efficient route for businesses seeking coordinated protection across the GCC, Egypt, and other Madrid member jurisdictions. A well-structured regional filing strategy — identifying priority markets and aligning class coverage — is more cost-effective than addressing each jurisdiction reactively after a conflict arises.

Portfolio Management and Renewal

Registration is the beginning, not the end, of trademark protection. Businesses should maintain a watching service to monitor new trademark applications that may conflict with their registered marks, and should act promptly when conflicts are identified. Failure to oppose a conflicting application within the prescribed 30-day opposition period can result in the registration of a mark that undermines the value of existing rights.

Trademark registrations in the UAE are valid for ten years from the filing date and must be renewed to maintain protection. Businesses should maintain a register of their IP assets — including registration dates, renewal deadlines, and the classes covered — to ensure that protection does not lapse through administrative oversight.

Legal DisclaimerThis article is intended for general informational purposes only and does not constitute legal advice. Trademark law and registration requirements vary by jurisdiction. Businesses should seek specific legal advice on their intellectual property protection strategy.

Key Points

UAE trademark registration is governed by Federal Decree-Law No. 36 of 2021 — registration is the primary basis for protection.
Third parties have 30 days from Official Gazette publication to file an opposition to a trademark application.
Federal UAE registration covers the DIFC and ADGM free zones — no separate free-zone registration is required.
Egypt requires separate local registration — UAE rights have no automatic cross-border effect.
The Madrid Protocol enables coordinated multi-jurisdiction filing — a regional strategy is more efficient than reactive country-by-country registration.
Enforcement options include civil proceedings, criminal action, and Customs border measures.
Registrations must be renewed every ten years — portfolio management is essential to avoid lapse.

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Wills and Estate Planning for Expatriates in the UAE

Succession law in the UAE differs for Muslim and non-Muslim expatriates. We examine the DIFC and ADGM wills services and the steps to protect your estate.

The Legal Framework: Muslim and Non-Muslim Expatriates

Estate planning is a topic that many expatriates living and working in the UAE defer — often indefinitely. The combination of busy professional lives, the assumption that existing wills made in home countries will suffice, and a general reluctance to confront questions of mortality means that a significant proportion of expatriates in the UAE have no valid will in place for their UAE assets. The consequences of this oversight can be severe for surviving family members, and the applicable legal framework differs materially depending on the expatriate's religion.

For Muslim expatriates, Sharia principles of inheritance continue to govern the distribution of the estate. The options for departing from these principles through a will are more limited, and Muslim expatriates should seek specific advice on the structures available to them — which may include holding assets through corporate vehicles or trusts established in other jurisdictions.

For non-Muslim expatriates, the position changed significantly with the enactment of Federal Decree-Law No. 41 of 2022 on Personal Status for Non-Muslims, which came into effect on 1 February 2023. Under this law, where a non-Muslim expatriate dies intestate (without a valid will), their UAE estate is distributed in equal shares among the heirs — a civil equal-distribution rule, not Sharia. This is a material change from the prior position and removes the most acute risk that previously drove many non-Muslim expatriates to register wills. However, the equal-distribution default may still not reflect the deceased's actual wishes, and a valid will remains the most reliable way to ensure that assets pass as intended.

The DIFC Wills Service

The DIFC Wills Service — operated by the DIFC Courts — provides non-Muslim expatriates with a mechanism to register wills that will be administered in accordance with the testator's chosen law, typically the law of their home country or another common law jurisdiction. A will registered with the DIFC Wills Service can cover UAE assets including real estate, bank accounts, business interests, and personal property.

The DIFC Wills Service offers several will types: a full will (covering all UAE assets), a property will (covering specific real estate), a business owners' will (covering business interests), a financial assets will, and a guardianship will (covering the appointment of guardians for minor children). A mirror wills option is available for couples. Registration provides certainty that the will can be enforced in the UAE without the need to go through the onshore court system. The service is available to non-Muslims only.

The ADGM Wills Service

The Abu Dhabi Global Market (ADGM) introduced its own wills service in 2021, providing a comparable mechanism for non-Muslim expatriates to register wills that will be administered in accordance with their chosen law. The ADGM Wills Service covers assets located in Abu Dhabi and the Northern Emirates, complementing the DIFC Wills Service's coverage of Dubai and the other Emirates.

For non-Muslim expatriates with assets in both Dubai and Abu Dhabi, a coordinated approach — registering wills with both the DIFC Wills Service and the ADGM Wills Service — may be appropriate to ensure comprehensive coverage. Legal advice on the appropriate structure is recommended, particularly where the estate includes real estate in multiple Emirates or complex business interests.

Onshore UAE Wills

Non-Muslim expatriates can also register wills with the onshore UAE courts — specifically, the notary public or the relevant court — under Article 17 of the UAE Civil Transactions Law, which permits non-Muslim foreigners to apply the law of their home country to their estate. However, the practical administration of onshore wills can be more complex and time-consuming than the DIFC or ADGM routes, and the outcome less certain. For most non-Muslim expatriates, the DIFC or ADGM services offer a more predictable path.

Guardianship of Minor Children

For expatriate parents with minor children in the UAE, the appointment of guardians is one of the most important aspects of estate planning. Without a valid guardianship appointment, the question of who will care for minor children in the event of the death of both parents may be determined by the UAE courts — which may not reflect the parents' wishes.

The DIFC Wills Service's guardianship will provides a mechanism for non-Muslim expatriates to appoint guardians for their minor children in the UAE. The appointment should be coordinated with any guardianship provisions in wills made in the parents' home countries to ensure consistency and avoid conflicts.

Practical Steps and Ongoing Review

The practical steps for expatriates in the UAE are: identify all UAE assets (real estate, bank accounts, investment accounts, business interests, vehicles and personal property); take advice on the most appropriate will structure for their circumstances and religion; and register the will with the DIFC Wills Service, ADGM Wills Service, or onshore courts as appropriate.

Wills should be reviewed and updated following significant life events — marriage, divorce, the birth of children, the acquisition or disposal of significant assets, or a change in the testator's country of residence. A will that was appropriate at the time of registration may no longer reflect the testator's wishes or circumstances several years later. Regular review — at least every three to five years — is good practice.

Legal DisclaimerThis article is intended for general informational purposes only and does not constitute legal advice. The law applicable to wills and estate planning in the UAE is complex and depends on individual circumstances, including nationality, religion, and the nature and location of assets. Expatriates should seek specific legal advice tailored to their situation.

Key Points

Muslim and non-Muslim expatriates are subject to different succession frameworks — the applicable rules depend on the deceased's religion.
Federal Decree-Law No. 41 of 2022 (effective 1 Feb 2023) introduced a civil equal-distribution default for non-Muslim intestate estates — Sharia no longer applies by default to non-Muslims.
The DIFC Wills Service and ADGM Wills Service provide reliable mechanisms for non-Muslim expatriates to register wills enforceable in the UAE.
Even with the new civil default, a valid will remains the most reliable way to ensure assets pass as intended.
Guardianship appointments for minor children should be included in UAE estate planning and coordinated with home-country wills.
Wills should be reviewed after significant life events and at least every three to five years.

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Family Law in the UAE for Expatriates

Family law in the UAE differs for Muslim and non-Muslim expatriates. We examine the DIFC and ADGM personal status courts and key issues on divorce and custody.

The Legal Framework: Muslim and Non-Muslim Expatriates

Family law proceedings in the UAE present particular challenges for expatriates. Questions of which law applies, which court has jurisdiction, and how any order or agreement will be enforced — both in the UAE and in the parties' home countries — arise alongside the personal and financial issues that are the immediate focus of the parties. The legal framework differs materially depending on whether the parties are Muslim or non-Muslim, and has evolved significantly in recent years.

For Muslim expatriates, the Personal Status Law (Federal Law No. 28 of 2005 and its amendments) continues to govern family law matters, applying Sharia-based principles to marriage, divorce, custody and financial arrangements. For non-Muslim expatriates, Federal Decree-Law No. 41 of 2022 on Personal Status for Non-Muslims — which came into effect on 1 February 2023 — introduced a separate civil framework. Under this law, non-Muslim expatriates are no longer subject to the Personal Status Law as the default, and their family law matters are governed by civil principles that differ in important respects from the Sharia-based framework.

The DIFC Personal Status Court and ADGM

For non-Muslim expatriates, the DIFC established a dedicated Personal Status Court under DIFC Law No. 4 of 2023. This court has jurisdiction over marriage, divorce, custody and financial arrangements for non-Muslims, applying civil law principles. It is distinct from the general DIFC Courts and provides a dedicated forum for non-Muslim personal status matters within the DIFC framework.

The Abu Dhabi Global Market (ADGM) introduced its Non-Muslim Personal Status Regulations 2023, providing a comparable framework for non-Muslim personal status matters within the ADGM. For non-Muslim expatriates with connections to Abu Dhabi, the ADGM framework offers an alternative to the onshore courts. Both the DIFC and ADGM frameworks apply civil law principles and offer a more familiar environment for expatriates accustomed to common law or civil law systems. The practical implications of choosing a DIFC or ADGM forum — including the enforceability of any order in the UAE and abroad — should be carefully considered with legal advice.

Divorce

For Muslim expatriates, divorce under the Personal Status Law may take several forms, including talaq (husband-initiated), khul' (wife-initiated divorce in which the wife typically returns the mahr), and judicial divorce on specified grounds. Khul' is a wife-initiated process — it is not a mutual consent divorce — and involves the wife seeking release from the marriage, usually by returning the dower (mahr) paid at the time of marriage.

For non-Muslim expatriates, Federal Decree-Law No. 41 of 2022 provides for divorce by agreement and for judicial divorce on civil grounds. The UAE courts — and the DIFC Personal Status Court for matters within its jurisdiction — have reconciliation procedures that parties are required to engage with before divorce proceedings are finalised. These procedures provide an opportunity for parties to reach agreement on ancillary matters — custody, financial arrangements and the division of assets — before the divorce is concluded.

Child Custody and Guardianship

For Muslim expatriates, child custody under the Personal Status Law follows the hadana framework: the mother is generally entitled to physical custody of young children, with the father retaining legal guardianship. Under Federal Law No. 8 of 2019 amending the Personal Status Law, hadana in the mother's favour generally ends at age 11 for boys and age 13 for girls, subject to the court's discretion to extend custody in the child's best interests. These thresholds may be varied by the court depending on the circumstances.

For non-Muslim expatriates, Federal Decree-Law No. 41 of 2022 provides for custody arrangements based on the best interests of the child, without the age-based transfer thresholds of the hadana framework. The DIFC Personal Status Court applies similar best-interests principles within its jurisdiction. For all expatriate parents, the interaction between UAE custody orders and the laws of the parties' home countries — including the Hague Convention on International Child Abduction, to which the UAE is not a party — is a critical consideration that requires specialist advice.

Financial Arrangements and Asset Division

For Muslim expatriates, the financial consequences of divorce under the Personal Status Law include the husband's obligation to pay the deferred mahr and maintenance (nafaqa) during the waiting period (iddah). The division of jointly held assets is addressed separately, and UAE law does not provide for the equal division of matrimonial assets as a default — each party generally retains assets held in their own name.

For non-Muslim expatriates, Federal Decree-Law No. 41 of 2022 provides for the equal division of jointly acquired assets on divorce, which is a significant departure from the prior position. Assets held in one party's name are not automatically subject to division, and the scope of what constitutes jointly acquired assets may require legal analysis. For expatriates with significant assets — including UAE real estate, business interests, investment accounts and pension entitlements — the financial consequences of divorce can be substantial. Pre-nuptial and post-nuptial agreements, properly drafted and executed, can provide greater certainty about financial arrangements on divorce.

Enforcement and Cross-Border Issues

Enforcement of UAE family law orders abroad — and of foreign orders in the UAE — is a complex area. The UAE has bilateral judicial cooperation agreements with a number of countries, but the recognition and enforcement of foreign judgments in family law matters is not straightforward and depends on the specific bilateral arrangements in place and the nature of the order.

For expatriates who anticipate returning to their home country after family law proceedings in the UAE — or who have assets or children in multiple jurisdictions — the cross-border implications of any order or agreement must be carefully considered at the outset. Taking advice from lawyers with experience in both UAE law and the law of the relevant home country is essential to achieving an outcome that is enforceable and durable.

Legal DisclaimerThis article is intended for general informational purposes only and does not constitute legal advice. Family law in the UAE is complex and the applicable law depends on the parties' nationality, religion and individual circumstances. Parties to family law proceedings should seek specific legal advice at the earliest opportunity.

Key Points

Muslim and non-Muslim expatriates are subject to distinct legal frameworks — Federal Decree-Law No. 41 of 2022 introduced a separate civil regime for non-Muslims, effective 1 February 2023.
The DIFC Personal Status Court (DIFC Law No. 4 of 2023) provides a dedicated forum for non-Muslim personal status matters — marriage, divorce, custody and financial arrangements.
The ADGM Non-Muslim Personal Status Regulations 2023 provide a comparable framework for non-Muslims with connections to Abu Dhabi.
Khul' is a wife-initiated divorce under the Personal Status Law — it is not a mutual consent process.
Under Federal Law No. 8 of 2019, hadana in the mother's favour generally ends at age 11 for boys and 13 for girls, subject to court discretion — these thresholds apply to Muslim parties under the Personal Status Law.
The UAE is not a party to the Hague Convention on International Child Abduction — cross-border custody issues require specialist advice.
For non-Muslim expatriates, Federal Decree-Law No. 41 of 2022 provides for equal division of jointly acquired assets on divorce.

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