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Advising banks, sovereign wealth funds, sponsors and corporate borrowers on complex financing structures, Islamic finance transactions and financial regulatory compliance across the GCC and Europe.
The financial landscape across the Middle East and Europe is undergoing a structural transformation. Saudi Arabia's Financial Sector Development Programme targets USD 1.2 trillion in financial assets under management. The UAE has positioned DIFC and ADGM as rival international financial centres with world-class regulatory frameworks. France remains continental Europe's dominant project finance and capital markets hub. For CEOs, CFOs and treasury teams, the legal complexity of cross-border financing — syndicated lending, structured finance, sukuk issuance, project finance and acquisition finance — demands counsel that is equally fluent in conventional and Islamic finance, and equally capable in Paris, Dubai and Riyadh.
GSDA Legal Consultants advises the full spectrum of financial market participants: international and regional banks, development finance institutions, sovereign wealth funds, private equity sponsors, corporate borrowers, fintech companies and fund managers. Our banking and finance team structures, negotiates and documents syndicated loan facilities (including LMA-standard and APLMA-based documentation), bilateral credit facilities, mezzanine debt, subordinated notes, project finance non-recourse structures and acquisition finance packages.
Our Islamic finance capability is a core differentiator. We advise on the full suite of Sharia-compliant structures — murabaha, ijara, wakala, musharaka, mudaraba and sukuk al-ijara — working with issuers, arrangers, trustees and Sharia supervisory boards to deliver structures that are both commercially competitive and fatwa-compliant. We have advised on sukuk programmes, Islamic syndicated facilities and Sharia-compliant project finance across the GCC, North Africa and Southeast Asia.
On the regulatory side, we guide financial institutions through the licensing, capital adequacy, conduct-of-business, AML/CTF and sanctions compliance requirements of the CBUAE, DFSA, FSRA (ADGM), SAMA, QCB, CBB, AMF (France), and ACPR. Our integrated approach ensures that transactional advice is always anchored in the regulatory reality of the jurisdictions where our clients operate.
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The challenges you face
Operating across CBUAE, DFSA, SAMA, QCB, CBB and AMF regimes means navigating conflicting capital adequacy requirements, licensing conditions and conduct-of-business rules — with material consequences for getting it wrong.
FATF mutual evaluation pressure across the GCC has triggered sweeping AML law reforms. Financial institutions face escalating compliance costs, enhanced due diligence requirements for PEPs, and potential enforcement action for gaps in beneficial ownership identification or transaction monitoring.
Achieving true Sharia compliance — not just cosmetic structuring — requires navigating divergent scholarly opinions across GCC jurisdictions, fatwa requirements, and the commercial reality that conventional and Islamic facilities must coexist in the same capital stack.
Non-recourse and limited-recourse project finance structures for GCC megaprojects demand interlocking security packages — collateral assignments, step-in rights, direct agreements, accounts agreements — where a single documentation gap can strand hundreds of millions in unrecoverable exposure.
Payment service providers, digital banks and virtual asset service providers face evolving sandbox requirements, minimum capital thresholds and technology governance obligations in DIFC, ADGM, SAMA and the UAE Securities and Commodities Authority (SCA) — with regulatory frameworks still in flux.
Economic volatility, interest rate movements and geopolitical disruption are forcing CFOs to renegotiate covenant packages, extend maturities and restructure distressed facilities — often under multi-creditor intercreditor agreements that limit individual lender flexibility.
We advise arranging banks, participating lenders and corporate borrowers on LMA-standard and APLMA-based syndicated loan documentation, bilateral credit agreements, club deals, revolving credit facilities and letter-of-credit facilities. Our team handles intercreditor agreements, security trust arrangements, hedging documentation and assignment mechanics for both investment-grade and leveraged transactions.
Our Sharia-compliant finance practice covers the full range of Islamic structures: murabaha (cost-plus financing), ijara (lease-based), wakala (agency), musharaka (partnership), mudaraba (profit-sharing) and hybrid structures. We advise on sukuk al-ijara, sukuk al-wakala and convertible sukuk issuance for sovereigns, corporates and financial institutions, working alongside Sharia supervisory boards from structuring through to listing and trustee documentation.
We structure and document non-recourse and limited-recourse project finance facilities for energy, infrastructure, transport and real estate developments. Our practice covers sponsor support agreements, ECA-backed facilities, multilateral lending, accounts agreements, security packages, direct agreements with EPC contractors, and step-in rights — providing lenders and sponsors with bankable documentation from financial close through to operational phase.
We advise private equity sponsors, strategic acquirers and lending syndicates on acquisition finance structures including senior secured facilities, second-lien term loans, mezzanine tranches, vendor financing, holdco PIK facilities and equity bridge loans. Our team negotiates SPA-condition linked drawdown mechanics, certain-funds provisions and the intercreditor arrangements that govern priority of payments in leveraged capital structures.
We guide banks, fund managers, payment institutions, fintechs and insurance companies through licensing applications and ongoing regulatory compliance with the CBUAE, DFSA, FSRA (ADGM), SAMA, QCB, CBB, AMF (France) and ACPR. Our practice covers capital adequacy (Basel III/IV implementation), prudential reporting, conduct-of-business rules, senior management responsibility regimes, outsourcing requirements and change-of-control notifications.
We design and implement AML/CTF compliance frameworks aligned with FATF Recommendations and UAE Federal Decree-Law on Anti-Money Laundering. Our advisory covers customer due diligence and enhanced due diligence for PEPs, beneficial ownership identification, transaction monitoring systems, suspicious activity reporting, sanctions screening (OFAC, EU, UN, UAE local lists), and regulatory examination preparation.
We establish and license investment funds — private equity, venture capital, real estate, hedge and credit funds — in DIFC, ADGM, Luxembourg and the Cayman Islands. Our practice covers fund structuring (limited partnership, investment company, unit trust), offering documents, subscription agreements, side letters, management and advisory agreements, carried interest waterfalls and regulatory filings with the DFSA and FSRA.
We advise payment service providers, neobanks, cryptocurrency exchanges and virtual asset service providers (VASPs) on regulatory licensing in DIFC, ADGM and under the UAE's Virtual Assets Regulatory Authority (VARA). Our practice covers sandbox applications, minimum capital requirements, technology governance, data protection, cybersecurity obligations and the evolving open banking frameworks across the GCC.
The Dubai Financial Services Authority has strengthened its AML module to enhance customer due diligence, enhanced due diligence for politically exposed persons, and beneficial ownership identification. DIFC-authorised firms must update their AML/CTF policies, retrain compliance staff, and implement risk-based monitoring systems aligned with FATF Recommendations. Non-compliance triggers DFSA enforcement actions including fines, public censure and licence restrictions. GSDA advises DIFC-regulated entities on policy gap analysis, compliance programme design and examination preparation.
Under UAE Civil Code Articles 273 and 249, force majeure excuses performance when an event is unforeseeable, unavoidable, and renders the obligation impossible — not merely more expensive. In Islamic finance structures such as murabaha and ijara, the allocation of force majeure risk differs from conventional facilities because the financier may bear asset ownership risk during the lease period. GSDA advises on restructuring Sharia-compliant facilities and invoking hardship or impossibility provisions during events like Strait of Hormuz disruptions or Red Sea shipping blockages.
DIFC funds are regulated by the DFSA under the Collective Investment Law (DIFC Law No. 2 of 2010), while ADGM funds fall under the Financial Services and Markets Regulations 2015. DIFC offers established infrastructure, a mature court system (including Court of Appeal), and a wider pool of service providers. ADGM provides competitive licensing costs and FSRA regulation that appeals to emerging managers. The choice depends on target investors, AUM thresholds, anchor LP preferences and whether the fund needs DIFC Courts jurisdiction for LP disputes. GSDA advises on structuring and licensing in both centres.
Sukuk issuance in the UAE requires a fatwa from an independent Sharia Supervisory Board confirming compliance with Islamic principles, CBUAE approval for the offering structure, and registration with the relevant securities authority (SCA for onshore, DFSA for DIFC-listed sukuk). The underlying asset must generate real economic value — common structures include sukuk al-ijara (lease-based), sukuk al-wakala (agency) and sukuk al-mudaraba (profit-sharing). Listing on Nasdaq Dubai or the DIFC requires additional prospectus and disclosure obligations. GSDA works with issuers, arrangers and Sharia scholars to structure compliant programmes across GCC capital markets.
The Saudi Central Bank (SAMA) operates a tiered licensing framework. Foreign bank representative offices can conduct market research and liaison but cannot accept deposits or extend credit. Full banking licences require substantial capital, Saudisation thresholds and SAMA board approval. For fintech, SAMA's Sandbox environment permits testing of payment, lending and insurance technology solutions before graduating to a full licence. Digital-only bank licences (such as STC Pay's conversion to a digital bank) represent a new pathway under Vision 2030 financial sector reforms. GSDA advises on market entry strategy, SAMA applications and ongoing regulatory compliance.
In the DIFC, a payment service provider requires a Category 3C licence from the DFSA under the Payment Services Module, with minimum capital of USD 10,000 to USD 140,000 depending on the authorised activity. ADGM requires a Financial Services Permission from the FSRA. Both centres require robust AML/CTF frameworks, fit-and-proper assessments of senior management, outsourcing arrangements for technology infrastructure, cybersecurity policies and business continuity planning. UAE onshore payment providers fall under CBUAE's Retail Payment Services Regulation. GSDA assists fintech companies with regulatory applications across all three regimes.
Under UAE Federal Decree-Law No. 47 of 2022, qualifying free zone entities that meet substance and de minimis requirements can benefit from 0% corporate tax on qualifying income while being subject to 9% on non-qualifying income. Financial holding companies in DIFC or ADGM must demonstrate genuine economic substance — adequate employees, office space and expenditure — and comply with transfer pricing rules on related-party transactions. Dividends and capital gains from qualifying participations may be exempt under the participation exemption. GSDA advises financial institutions on structuring UAE holding entities to optimise their corporate tax position while maintaining regulatory compliance.
LMA (Loan Market Association) documentation is the European market standard, while APLMA documentation is common in Asia-Pacific. For GCC transactions, LMA-based documentation predominates but with significant local modifications: Islamic finance tranches require parallel Sharia-compliant facility agreements, UAE security interests follow Civil Code pledge and assignment mechanisms rather than English floating charges, and Saudi law security packages must comply with the Registered Pledges Law and Commercial Mortgage Law. Intercreditor arrangements in multi-tranche GCC facilities must address the priority of conventional vs Islamic claims. GSDA drafts and negotiates GCC-adapted syndicated documentation for both lender and borrower clients.
Dubai's Virtual Assets Regulatory Authority (VARA) requires all virtual asset service providers (VASPs) operating in the Emirate of Dubai (excluding DIFC) to obtain a VARA licence. Licensed activities include exchange services, broker-dealer, custody, lending/borrowing and management/investment services. VASPs must meet minimum capital requirements (varying by activity category), implement institutional-grade AML/CTF compliance, maintain segregated customer assets, and comply with market conduct rules. ADGM separately regulates virtual assets through the FSRA. GSDA advises financial institutions and VASPs on licensing strategy, compliance programme design and the interaction between VARA, CBUAE and SCA regulatory frameworks.
GCC project finance requires a comprehensive documentation suite: common terms agreement, facility agreement(s), accounts agreement, security trust deed, sponsor support agreement, direct agreements with EPC and O&M contractors, assignment of project documents, share pledges over SPV equity, and real property mortgages (where applicable). Security enforcement in the UAE follows Civil Code pledge enforcement procedures — requiring court-supervised auction unless the parties have agreed to private sale mechanisms (which UAE courts may not always honour). In Saudi Arabia, the Execution Law and the new Commercial Pledge Law have improved enforcement predictability. GSDA structures bankable security packages and advises lenders on enforcement scenarios across GCC jurisdictions.
When we needed to close a USD 750 million Islamic syndicated facility across three GCC jurisdictions in under 90 days, GSDA coordinated the Sharia advisory, regulatory clearances and security documentation simultaneously. They are the rare firm that understands both the commercial deal and the fatwa process.
Group Treasurer — Regional Banking Group, Gulf
The GSDA advantage
Dual conventional and Islamic finance capability — our team structures both LMA-standard conventional facilities and Sharia-compliant sukuk, murabaha and ijara facilities, enabling us to advise on hybrid capital stacks where conventional and Islamic tranches coexist.
Multi-regulator fluency across CBUAE, DFSA, FSRA, SAMA, QCB, CBB, AMF and ACPR — meaning one firm can handle licensing, compliance and transactional work across 8 financial regulatory regimes without jurisdictional gaps.
Integrated practice with construction, energy, real estate and corporate teams — critical for project finance transactions where the bankability of EPC contracts, concession agreements and off-take arrangements determines whether a deal reaches financial close.
Track record advising both lender-side and borrower-side — we understand the commercial dynamics of intercreditor negotiations, security enforcement scenarios and covenant packages from both perspectives, delivering pragmatic rather than theoretical advice.
Deep bench in GCC fund formation — we have established investment vehicles in DIFC, ADGM and offshore jurisdictions for private equity, real estate and credit strategies, navigating the regulatory approvals that international fund managers find most challenging.
