United Arab Emirates

Private credit has moved from a niche option to a regular part of Gulf financing over recent years. Regional banks still play a central role, but private funds, family offices and structured lenders are now active across real estate, trade finance, energy services and private equity style transactions. This growth brings capital faster, but it also brings tighter legal expectations. This article looks at why private credit has expanded and what lenders now expect to see before they commit funds. Why private credit is expanding Several factors sit behind the rise of private credit in the region. Bank lending standards tightened after recent cycles, especially for mid-sized businesses and complex structures. At the same time, private capital pools have grown quickly, often backed by regional families or international funds with a higher return target. These lenders are comfortable with tailored deals, but only if legal risk is controlled. We see borrowers turning to private credit for speed and flexibility. Terms can be agreed in weeks rather than months. Covenants can be shaped around the business rather than a standard bank template. That speed comes at a price, usually higher cost, and it comes with stronger legal controls. Private lenders do not rely on relationship history. They rely on documents that work in practice. The legal environment lenders are watching Gulf jurisdictions have invested heavily in legal and regulatory frameworks over the past decade. Insolvency laws, security registration systems and court procedures are clearer than they once were. That said, enforcement still varies by jurisdiction, asset type and counterparty. Private lenders price risk carefully, so they focus on certainty. They want to know which court has jurisdiction, how long enforcement takes and whether judgments are respected locally. Where uncertainty remains, lenders compensate by demanding more control upfront. That’s why legal protections have become more detailed, not less. Security packages are no longer basic A few years ago, a pledge over shares or a simple mortgage might have been enough. Today, private lenders expect layered security. This often includes share pledges, asset pledges, bank account control agreements and assignment of receivables. Each element is designed to work together so that if one route fails, another remains open. Perfection of security is just as important as the security itself. Lenders now insist on proof of registration, notarisation where required and confirmation that corporate approvals are valid. In practice, this means borrowers must prepare earlier. Last minute fixes rarely satisfy a private credit committee. Control rights during the life of the loan Private credit lenders expect more than security that only works at default. They want ongoing visibility and influence. This shows up in information rights, consent requirements and operational covenants. For instance, lenders often require approval for new debt, asset sales or changes to group structure. We often see cash control becoming central. Borrowers may be required to route revenue through controlled accounts or agree to cash sweep mechanisms. From a lender’s perspective, this reduces reliance on court enforcement. From a borrower’s perspective, it requires careful planning to avoid operational strain. Sponsor support and guarantees Where a borrower is part of a wider group, lenders increasingly expect sponsor support. This can take the form of guarantees, equity commitment letters or undertakings to inject funds if ratios fall below agreed levels. The legal drafting here has become more precise. Lenders pay close attention to who is giving the support and where that entity sits. A guarantee is only useful if it can be enforced and if the guarantor has real substance. As a result, group charts, shareholder agreements and constitutional documents are reviewed in detail. Governing law and dispute resolution Choice of law remains a key point in private credit deals. Many lenders prefer English law for facility agreements, with local law security documents where assets sit. Arbitration is sometimes used, but courts remain common for enforcement heavy structures. What has changed is the level of alignment required. Lenders want governing law, jurisdiction clauses and enforcement routes to work together. Mismatches create delay and delay increases loss. We see far fewer compromises on this point than in the past. Financial covenants and early warning tools Private lenders rely heavily on financial covenants as an early signal. These are often tighter than bank covenants and tested more frequently. Breach thresholds may be lower, giving lenders the right to step in before value erodes. The legal side of these covenants is critical. Definitions, testing mechanics and cure rights must be clear. Ambiguity benefits no one. Borrowers who understand this early are better placed to negotiate terms that are workable rather than restrictive by accident. Intercreditor and priority issues As private credit grows, so does complexity. Many borrowers already have bank facilities, leasing arrangements or shareholder loans in place. Lenders now expect clean intercreditor arrangements that set out priority, enforcement control and payment waterfalls. These documents are often the hardest to agree. They require coordination between banks, private lenders and sponsors. From our experience, early engagement saves time. Leaving intercreditor points to the end can stall closing entirely. Documentation standards have risen Private credit documents used to be lighter than bank facilities. That’s no longer true. Lenders now use detailed term sheets, conditions precedent lists and representations that mirror institutional standards. The difference lies in customisation, not simplicity. Borrowers shouldn’t assume that private credit means informal credit. Legal teams on the lender side are well resourced and commercially sharp. Preparing early and understanding the documents reduces friction and cost. What this means for borrowers The growth of private credit brings opportunity, but it also raises the bar. Borrowers who approach these lenders with incomplete structures or weak documentation face tougher terms or delays. Those who prepare properly often secure better pricing and smoother execution. In practice, this means reviewing group structure, asset ownership and existing obligations before entering discussions. How The Knightsbridge Group can help With over ten years advising international businesses and families, The Knightsbridge Group supports clients across the UAE and worldwide. We work across legal, tax and immigration and fiduciary matters, so private credit structures are assessed as a whole rather than in isolation. That integrated view helps clients present stronger, clearer propositions to lenders. We support borrowers and lenders through structuring, due diligence and documentation. This includes reviewing security packages, coordinating with trustees, banks and regulators and aligning cross-border elements so enforcement works as intended. Our role is often to spot issues early, before they become negotiation blockers. To review your current arrangements or plan new strategies, contact [email protected]

In furtherance of enhancing the regulatory framework governing mediation services in the United Arab Emirates, the Minister of Justice issued Decision No. 701 of 2025 on the Regulations for Submitting a Professional Liability Insurance Policy by Private Mediation Centres and Branches of Foreign Mediation Centres “Decision”. This Decision forms part of the UAE’s broader efforts to strengthen professional accountability, protect service users, and reinforce confidence in alternative dispute resolution mechanisms. It is worth noting that the UAE Cabinet issued Resolution No. (56) of 2025 regarding Private Mediation Centers and Branches of Foreign Mediation Centers in May 2025. The Resolution marks the beginning of a comprehensive regulatory framework governing the operations of mediation centers. It applies to private mediation centers and branches of foreign mediation centers licensed to provide civil and commercial mediation services within the State. However, it expressly excludes private mediation centers and branches of foreign mediation centers licensed to operate within financial free zones, unless they conduct mediation activities outside those zones. The Resolution further specifies the legal form that a private mediation center must adopt, in addition to setting out the procedures for obtaining licensing approval and the conditions required for licensing a private mediation center or a branch of a foreign mediation center. These conditions include, among others, the obligation to submit a valid professional liability insurance policy. Further, with the issuance of Minister of Justice Decision No. (701) of 2025, the obligations imposed on licensed mediation centers to maintain adequate professional liability insurance coverage valid throughout the entire licence period have been clearly articulated and formalized. By introducing standardized insurance requirements, the Ministry of Justice seeks to align mediation practices with international best standards, enhance regulatory transparency, and safeguard the rights and interests of parties who resort to mediation as an efficient and credible dispute resolution mechanism. The Decision sets out specific conditions governing the required insurance policy. Notably, the policy must be issued by an insurance company licensed in the United Arab Emirates. The minimum insurance coverage must not be less than AED 1,000,000 per annum for a private mediation center and AED 2,000,000 per annum for a branch of a foreign mediation center. Furthermore, the policy must cover professional errors and omissions committed by the private mediation center or the branch of a foreign mediation center, as well as by their employees, in the course of performing their assigned duties. According to the Decision, the insurance policy must be renewed at least thirty (30) days prior to its expiry and must be free from any conditional terms. It may not be cancelled during the licence period except with the prior approval of the Committee for Licensing Private Mediation Centres and Branches of Foreign Mediation Centres, established pursuant to Ministerial Resolution No. (383) of 2025 (the “Committee”), or where the mediation centre’s licence has been cancelled. Furthermore, the insurance policy must include a provision obligating the insurance company to pay the insured amount to the beneficiary within thirty (30) days from the date of submission of a valid claim requesting payment of the adjudicated insurance amount. Such payment shall apply in cases involving, inter alia, damage to documents related to the mediation work, negligence, breach of trust, deception, disclosure of confidential commercial information, defamation, or any other professional errors committed in the course of performing professional duties. It is worth highlighting that any application submitted by a private mediation center or a branch of a foreign mediation center, whether for the issuance or renewal of a licence, shall not be accepted unless it is accompanied by a professional liability insurance policy valid for the entire licence term. This requirement constitutes a mandatory condition for licensing and renewal. In addition, the private mediation center or the branch of the foreign mediation center is required to promptly notify the Committee of any amendment, renewal, or change affecting the insurance policy, ensuring continued compliance with the applicable regulatory requirements. The Decision represents a significant step in strengthening the regulatory framework governing private mediation centers and branches of foreign mediation centers in the UAE. By clearly defining the scope, conditions, and continuity of professional liability insurance obligations, the Decision reinforces professional accountability and enhances protection for parties engaging in mediation.

Business leaders in the UAE now face a set of reforms that matter more than ever. Corporate governance for private companies is moving out of the shadows and into sharper focus. With new regulations and stakeholder expectations on the rise, private business owners must stay ahead. This article explains the key developments, what companies should expect in 2025 and how to get ready effectively. What’s changing in corporate governance in the UAE In recent years the UAE government’s stepped up efforts to improve transparency, accountability and governance across both public and private sectors. Regulatory bodies such as the Securities and Commodities Authority, the Ministry of Economy and various free-zone regulators have issued guidelines or draft rules aimed at private companies. These reforms reflect global standards and investor expectations. That means private companies may soon face stricter requirements around reporting, board structure, risk management and stakeholder engagement. Key highlights of what’s shifting include mandatory board charters, internal audit functions and clear separation of roles between board and management. Companies may have to disclose beneficial ownership and adopt policies for conflicts of interest. Some regions in the UAE already require companies to publish corporate governance frameworks even if they aren’t listed. These changes raise the bar for private companies. They’ll need to take governance seriously rather than treating it as a checklist. Why private companies must act now Many private companies believe these rules only apply to listed firms or large multinationals. That mentality’s risky. In practice we’re seeing regulators extend governance requirements into the private sphere. That means companies that aren’t prepared may find themselves responding reactively instead of proactively. Owners and boards that ignore these developments may face penalties, reputational damage or reduced access to finance. Investors, lenders and partners are also asking more about governance frameworks before committing to deals. A company that can’t show it’s got proper governance in place may pay a premium or lose out entirely. The reforms in 2025 aren’t just a regulatory burden, they’re a strategic issue. What to expect in 2025 Over the coming year several trends will become clearer. First, private companies will likely receive detailed guidance or binding rules on acceptable board composition including independent members. Second, reporting obligations will expand to include sustainability, anti-bribery and cyber-risk disclosures. Third, companies may have to formalise risk committees, audit committees or equivalent structures. Fourth, regulators may link licensing and renewal to governance compliance. Fifth, international investors will push for standards that mirror those in OECD countries or EU markets. Each of these means companies must move from informal practices to documented processes. For instance the board that “just meets when needed” may need to adopt a formal charter, a calendar of meetings and minutes that reflect oversight. Internal audit functions may become expected rather than optional. Beneficial ownership data may need to be accessible and verified. Cyber-risk frameworks may need to align with UAE national cyber-security standards. Practical steps for private companies The transition’s manageable if you start early. First review your current governance framework. Map the board structure including whether there are independent members, how the board’s delegated and how management interacts with oversight. See where gaps exist compared to best practice and likely regulation. Second, document policies and procedures. That means having a board charter that defines roles of the chair, non-executive directors, committees and management. Set up a schedule for board and committee meetings. Create a risk management policy and an internal audit charter if you don’t already have one. Adopt conflict of interest and whistle-blower policies. Make sure beneficial ownership records are updated and stay that way. Third, train and educate your board and management. Governance isn’t a set of documents only. It’s how people act. Make sure board members know their duties under UAE law and any free-zone rules. Teach executives about their accountability. Offer training sessions and refresher briefings on emerging risks such as cyber threats or sustainability matters. Fourth, engage with external parties. Talk to your auditors, legal advisors and regulators to understand what they expect. Benchmark your governance against peers in your sector. Lenders or investors often have their own governance checklists, so ask ahead of deals. Fifth, monitor and adapt. Governance reform’s ongoing. What’s regarded as best practice today may shift tomorrow. Set up a feedback loop where board evaluations happen, oversight committees report to the board and the board reviews its own effectiveness. That way you’re not caught flat-footed when regulators update guidance or the market demands new disclosures. Challenges and how to manage them Private companies often find governance reform hard because they’re used to informal decision-making and flat ownership structures. Family businesses are a good example. Owners wear many hats, so a sharp separation between oversight and management can feel artificial. We advise treating this as evolution rather than revolution. Start with governance that fits your size and stage. If you’ve got no committees, establish a simple audit or risk committee with one non-executive member. If you don’t have a formal board, define a governing council that meets quarterly and documents decisions. As you grow or engage with more external investors, you can scale up to richer governance. Cost and resources are also issues. Setting up internal audit or independent directors can feel expensive. But you can phase it in. Prioritise the biggest gaps first, like inadequate risk oversight or ownership records. Use external service providers or part-time roles rather than full-time hires if that makes sense. Finally, culture’s critical. Governance’s about behaviour and mindset as much as systems. If managers and owners see governance as red tape, they’ll bypass it. Leaders must explain why governance matters: it reduces surprises, protects the business and builds trust. That way the transition’s smoother. Looking ahead The reforms coming in 2025 might not all be finalised yet. But legislators and regulators have made their intent clear. Private companies that wait until rules are published will struggle to catch up. By starting now you embed good governance, improve oversight and reduce risk. You also position the business better for investment, growth and exit strategies. Smart boards will turn these reforms into opportunities. A sound governance framework can help in mergers, acquisitions or raising capital. It can make the business more transparent and resilient. It signals to stakeholders that the company’s serious. So treating governance as a strategic enabler rather than overhead makes sense. How The Knightsbridge Group can help With over ten years advising international businesses and families, The Knightsbridge Group supports clients across the UAE and worldwide. We combine legal, tax, immigration and fiduciary expertise so we can structure governance frameworks tailored to private companies in the UAE. We help boards with governance reviews, draft board charters, establish committees and train directors. We coordinate with trustees, banks, regulators and legal partners to make sure your setup’s compliant and practical. To review your current arrangements or plan new strategies, contact [email protected]

Dubai, UAE - January 8, 2026 - BSA LAW (the “Firm”) is pleased to announce the promotion of Bassel Boutros to Partner in the firm’s Litigation Practice, based in Dubai. Mr. Boutros has been a key contributor to the Firm’s onshore litigation team and brings over fifteen years of experience advising on and representing clients in complex disputes across the United Arab Emirates, Lebanon, and the wider Middle East, with particular focus on commercial and civil litigation, insolvency and restructuring, as well as real estate, banking, and employment disputes. Since joining BSA LAW, Mr. Boutros has demonstrated exceptional legal acumen in handling high-stakes litigation, consistently delivering strategic, client-focused outcomes. He is adept at managing complex legal matters and settlement negotiations, and his deep understanding of litigation dynamics, combined with a pragmatic approach to dispute resolution, has proven invaluable to the Firm’s clients and its broader practice. Jimmy Haoula, Managing Partner at BSA LAW, said: “Bassel’s promotion reflects his outstanding contributions to our litigation bench and his commitment to excellence. His analytical rigour, advocacy skills, and client dedication have strengthened our team’s capabilities and further elevated the service we provide across complex disputes.” About BSA LAW BSA LAW is a leading regional law firm with offices across the Middle East, offering integrated legal services that span litigation, corporate advisory, real estate, enforcement and restructuring practices — committed to delivering pragmatic solutions grounded in deep local insight and international standards. Media Contact: [email protected]