Corporate Structuring & Governance Advisory

A well-designed ownership structure prevents disputes and ensures strategic alignment by balancing founder control with investor protections, separating economic ownership from voting control to retain strategic decision-making while raising capital, structuring multiple classes of shares with clear dilution, dividend, liquidation, and anti-dilution rights, implementing equity-based incentives that motivate management without eroding company value, and safeguarding minority shareholders through reserved matters, tag-along rights, and effective dispute resolution mechanisms.

Strong governance ensures clarity, accountability, and smooth decision-making by optimizing board composition between executive and non-executive members, clearly defining decision-making authority and escalation protocols, formalizing processes through robust shareholder agreements and governance charters, and aligning transparency, independence, and proportionality with UAE regulatory best practices; helping prevent deadlocks, ambiguity, and governance breakdowns before they occur.

We treat capital structure as a strategic lever rather than a mere accounting choice by optimizing the equity–debt mix based on growth stage and risk appetite, undertaking pre-funding restructuring to strengthen investor confidence, establishing investor-ready governance and reporting frameworks that investors evaluate before the opportunity itself, and ensuring full compliance with UAE Companies Law and sector-specific regulations to deliver the transparency, predictability, and accountability capital providers expect. 

As companies grow and complexity increases, our advisory supports scalable and compliant expansion by realigning group and holding structures, optimizing the placement of operating entities, IP holdings, investment vehicles, and regional headquarters, implementing legal and financial ring-fencing to protect core assets, and executing efficient restructurings in response to regulatory or operational changes.

We design ownership and governance structures that preserve continuity, protect value, and ensure optionality well ahead of exit or succession events by defining robust exit rights with tag-along and drag-along mechanisms to balance majority and minority interests, implementing clear transfer restrictions and valuation methodologies to control shareholder entry and maintain stability, strengthening exit defensibility to withstand due-diligence scrutiny and reduce deal friction, and integrating thoughtful succession planning to maximize valuation and long-term control.

Valuation is embedded into governance and structuring decisions to guide equity issuance and capital allocation, align expectations between founders and investors, model dilution impacts during capital raises, and support shareholder buyouts, succession planning, or partial exits, ensuring corporate decisions remain fair, enforceable, and aligned with long-term growth.