Corporate Governance

Business-focused legal support for corporate governance in the UAE, helping companies move faster, reduce risk and make confident decisions.

Corporate Governance

Strong governance protects companies from regulatory exposure, investor disputes, and liability risk. We design and implement tailored governance frameworks and draft the policies that make those frameworks work in practice – not just on paper.

In-depth description

Good governance is not just about compliance – it is about building an organization that is accountable, transparent, and resilient. In the UAE, regulatory expectations around corporate governance are rising, and businesses that invest in robust governance frameworks are better positioned to attract investors, satisfy regulators, and avoid costly disputes.

Governance Frameworks & Compliance

Corporate Governance Frameworks and Compliance services help organisations establish robust governance structures, ensuring adherence to regulatory standards and best practices. These services focus on developing policies, procedures, and controls that promote accountability, transparency, and ethical behaviour, safeguarding stakeholder interests and enhancing long-term organisational sustainability and trust.

Scope of work

  • Conduct a thorough review of the company’s existing governance structures and practices.
  • Design and draft a comprehensive corporate governance framework, including policies, procedures, and committee charters.
  • Ensure the framework aligns with regulatory standards and corporate objectives.
  • Assist in the implementation and rollout of the new framework across the organization.

Deliverables

  • A bespoke Corporate Governance Framework and Policy Manual.

Pricing

  • AED 25,000 – AED 75,000
    Cumulative assessment – billed Lump Sum.

  • Primary Determinants of Pricing
    Regulatory framework of operation (standard company, gold trading, real estate, financial services, banking etc.), corporate structure, management structure, size of company, number of transactions, type of customers (sensitive countries), existing policies, number of policies to be put in place.

 

 

Governance Policy Drafting & Implementation

Drafting and Implementation of Governance Policies in Corporate Governance ensures the creation of clear, effective policies that guide ethical conduct, risk management, and decision-making. These services focus on aligning organisational practices with regulatory requirements and best standards, fostering transparency, accountability, and long-term sustainability in business operations.

Scope of work

  • Draft clear, effective governance policies covering key areas such as ethical conduct, risk management, conflicts of interest, and decision-making.
  • Work with management to implement these policies throughout the organization.
  • Provide training sessions to ensure employees and directors understand the new policies.

Deliverables

  • A suite of drafted corporate governance policies.
  • Implementation support and training materials.

Pricing

  • AED 25,000 to AED 75,000 (Hourly rate)

Is your corporate governance meeting investor expectations?

Are you raising investment or bringing in new shareholders?

Investors scrutinise governance before committing capital. Weak frameworks reduce your valuation and slow down close.

Does your board have clear decision-making rules?

Without documented governance policies, authority gaps create liability for directors and frustrate management decisions.

Are you subject to regulatory governance requirements?

Financial institutions face mandatory governance standards. Non-compliance brings regulatory and reputational consequences.

Has a dispute arisen over how company decisions are made?

Governance gaps are the root cause of most shareholder and management disputes. We close them before they escalate.

Frequently asked questions

Effective governance means clear decision-making processes, defined roles for the board and management, conflict of interest policies, properly minuted meetings, sound financial oversight and compliance with all applicable laws. It protects directors personally and builds credibility with investors, banks and regulators.
Yes. The Commercial Companies Law requires annual general meetings and mandates board-level decisions for significant actions. In practice, maintaining contemporaneous meeting minutes and resolutions is critical for compliance, for tax substance requirements, and as evidence of proper decision-making in any future dispute.
 
UAE directors owe duties of loyalty and care to the company. They must act in good faith for the benefit of the company, avoid conflicts of interest, not compete with the company, and exercise reasonable skill and judgment. Breaches can lead to personal liability for losses suffered by the company or its shareholders.
Yes. UAE company law provides minority shareholders with rights to challenge decisions taken in breach of the law or company constitution, and to bring derivative claims on behalf of the company against directors. The thresholds and procedural requirements differ by entity type, but minority rights are real and enforceable.

A governance review is recommended before fundraising or M&A, after a management or shareholder change, when entering a regulated sector, or following a significant dispute. Investors and acquirers scrutinise governance closely. Pre-emptive review prevents governance issues becoming valuation issues during a transaction.

Key contacts:

Romain Astruc

Managing Partner – Generalist, Advisory & Litigation

Gabriel Elmarzouki

Associate – Corporate, Commercial & Litigation

Robin Cordeiro

Associate – Corporate and Regulatory Consultant

Other services you might need

Good governance supports every dimension of your business – from regulatory compliance to investor relations and dispute prevention.

Regulatory Compliance for UAE Businesses

Governance and compliance are two sides of the same coin. We address both in a coordinated legal framework.

Shareholders Agreements & JV Setup Advisory

A shareholders agreement is the primary governance document for any multi-shareholder company. We draft it with precision.

Business Disputes, Arbitration & Litigation

Governance failures often lead to disputes. Strong governance from the outset is the most effective prevention.

WHAT SET US APART

Why ASTRUC & Co

Good governance is the foundation of investor confidence, regulatory standing and long-term business resilience.

1.

Operations-first

We build governance frameworks around how your business actually makes decisions – not theoretical best practice. Practical, compliant governance that your board and

2.

Senior counsel only

Governance failures become visible in due diligence, regulatory reviews and disputes. Senior lawyers design your framework – the gaps that matter most are ones a junior would

3.

Cross-border fluency

Groups with entities in the UAE, France and elsewhere need governance frameworks consistent across jurisdictions. We design group-level policies that work in every legal

More than legal counsel

With you, all the way

Life in the UAE brings extraordinary opportunities — and equally complex legal realities. Whether you’re relocating your family, navigating a divorce across jurisdictions, or structuring an inheritance that spans continents, you deserve a legal partner who understands both the technicalities and the human side of what you’re going through. At ASTRUC & Co, we treat every client’s situation as if it were our own.

From our offices in Dubai to our network spanning Riyadh, Paris, and Luxembourg, we bring senior-level attention to every matter — personal or financial. We believe the best legal advice is honest, clear, and delivered by someone who genuinely cares about the outcome. That’s why our clients stay with us, and why they come back when life presents its next chapter.

Ready to move forward?

Book a consultation with our team to discuss your situation and explore the right legal and strategic approach for your business.

One hour consultation

30-minute consultation

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