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A criminal judgment is often regarded as the point at which a legal dispute comes to an end. For defendants and their families, however, the judgment can mark the beginning of another critical stage: determining what the decision means, whether it can be challenged and what steps must be taken to comply with it.

In the UAE, the period following a criminal judgment can involve appeals, enforcement procedures, financial liabilities, travel restrictions and other legal or administrative consequences. For expatriates and foreign nationals in particular, understanding these consequences is important because a criminal matter can affect issues extending beyond the courtroom.

Understanding The Judgment

The immediate priority after a judgment is to establish precisely what the court has decided and what consequences follow from it. Depending on the offence and circumstances, a judgment may result in an acquittal, conviction, fine, imprisonment or other orders.

The written judgment should be examined carefully rather than relying solely on a verbal explanation or an initial notification. It sets out the court's reasoning, the orders made and, where applicable, the legal avenues that remain open to the parties.

For foreign nationals, this assessment can be particularly important. The consequences of a criminal judgment may extend to immigration status, employment, travel and other personal or professional matters. Understanding the decision in its full context is therefore essential before determining the next step.

Assessing The Right To Appeal

Where an appeal is available, the period immediately after the judgment can be decisive. Appeals are governed by procedural requirements and statutory deadlines, and failure to act within the prescribed period may result in the loss of an available legal remedy.

Depending on the case, an appeal may address the lower court's findings, its interpretation or application of the law, the reasoning supporting the decision or the sentence imposed. The scope of an appeal will depend on the nature of the proceedings and the applicable procedural rules.

A defendant should therefore seek legal advice promptly after a judgment is issued. The key questions are whether an appeal is available, what grounds may be raised, when the deadline expires and what the realistic prospects of success are. Dissatisfaction with an outcome, by itself, should not determine whether an appeal is pursued.

What Follows An Acquittal?

An acquittal is an important outcome for any defendant, but it does not necessarily mean that every aspect of the matter has immediately become final.

Depending on the circumstances and the applicable procedure, the prosecution or another authorised party may have the ability to challenge the decision. It is therefore important to establish whether the judgment has become final and whether any related proceedings or restrictions remain in place.

Legal counsel can help determine the status of the case after an acquittal and identify whether any further action is required. This is particularly relevant where the criminal proceedings have been accompanied by travel restrictions or other measures that may require separate attention.

Enforcement Of Criminal Judgments

Where a judgment imposes a fine or another financial obligation, the case may move into an enforcement phase. This can involve payment of amounts ordered by the court and, depending on the circumstances, further measures aimed at securing compliance.

The distinction between judgment and enforcement is important. The judgment establishes what the court has ordered, while enforcement procedures deal with putting that decision into effect.

A person who cannot immediately meet a financial obligation should not simply assume that no options are available. Depending on the circumstances and applicable UAE procedures, legal advice may clarify whether payment arrangements or other forms of relief can be sought.

Travel Bans And Other Restrictions

Travel restrictions can have serious practical consequences in criminal and enforcement matters in the UAE. Depending on the circumstances of a case and orders issued by the competent authorities, a person may face restrictions on leaving the country.

A favourable judgment should not automatically be taken to mean that every restriction connected with the proceedings has disappeared. The position should be checked through the appropriate legal and administrative channels before a person makes travel arrangements.

This can be particularly significant for expatriates and foreign nationals whose work, family responsibilities or other commitments require international travel. Confirming the status of any restriction can prevent complications after a judgment has been delivered.

Applications After Judgment

The conclusion of the trial does not necessarily eliminate the need for further applications. Depending on the circumstances, a party may need to approach the relevant court or authority in relation to fines, enforcement, travel restrictions or other consequences arising from the proceedings.

The nature and availability of such applications will depend on the case, the judgment and the applicable UAE laws and procedures. There is consequently no universal post-judgment strategy for criminal matters.

A proper review of the judgment, together with the defendant's individual circumstances, should precede any decision on further action. What may be appropriate in one case may have little relevance in another.

Why Timing Matters

Timing is one of the most important considerations once a criminal judgment has been issued. Appeal periods and other procedural deadlines can be strict, while enforcement measures may progress even where a defendant has not fully understood the practical implications of the judgment.

Seeking legal advice at an early stage gives counsel an opportunity to examine the decision, identify any available remedies and explain its immediate and longer-term consequences. It can also help determine whether separate steps are required in relation to enforcement, financial liabilities or restrictions.

For expatriates and foreign nationals, timely advice can be particularly valuable because the consequences of a criminal case may extend beyond the judicial process itself. Employment, residency, travel and other practical concerns may need to be considered alongside the legal position.

Looking Beyond The Verdict

A criminal judgment should not always be treated as the final step in a case. For defendants, it can open a further phase involving appeals, enforcement, financial obligations, travel restrictions and other legal consequences.

Understanding what happens after a verdict is therefore as important as understanding the proceedings that led to it. A prompt review of the judgment, careful attention to applicable deadlines and informed legal advice can help ensure that available remedies are not missed and that obligations arising from the decision are properly addressed.

Effective criminal representation does not necessarily end when the court delivers its judgment. It also involves helping clients understand what the decision means in practice and guiding them through the legal and administrative processes that may follow.

Non-compete clauses are common in employment contracts in Dubai, particularly where employees have access to customers, confidential information or commercially sensitive business information. But such clauses do not give employers an unrestricted right to prevent former employees from taking up new jobs.

For employees working for mainland companies in Dubai, non-compete restrictions are governed principally by the UAE Federal Decree-Law No. 33 of 2021 on the Regulation of Labour Relations and its implementing regulations. The law allows employers to protect legitimate business interests, but places specific limits on how far a contractual restriction can go.

Under Article 10 of the Employment Law, an employer may include a non-compete provision where the employee's work gives access to the employer's customers or business secrets. The restriction may prevent the employee from competing with the employer or working for a competing business in the same sector after the employment contract ends.

However, the clause must be sufficiently specific. It must identify the geographical area, duration and type of work covered by the restriction, and these limits must be necessary to protect the employer's legitimate business interests. The restriction cannot remain in force for more than two years after the employment contract ends.

Limits On A Non-Compete Clause

The implementing Cabinet Resolution No. 1 of 2022 provides further guidance on how non-compete clauses are to be applied. It requires the geographical scope of the restriction to be considered, together with its duration and the nature of the work involved.

The nature of the employee's new work is particularly important. The restriction is intended to address situations where the employee's activities could cause significant harm to the legitimate interests of the former employer. A clause cannot simply be used as a blanket prohibition preventing an employee from working in an entire industry regardless of the actual risk to the former employer.

The law therefore seeks to balance two competing interests: an employer's need to protect customers, confidential information and legitimate commercial interests, and an employee's right to continue working after the employment relationship ends.

The circumstances in which employment ends can also affect whether the restriction remains valid. If the employer terminates the employment contract in violation of the Employment Law or breaches its legal or contractual obligations, the non-compete provision does not apply.

This protection is significant because an employer cannot rely on a contractual restriction in circumstances where the termination itself is attributable to the employer's unlawful conduct.

Employees Can Be Exempted

The regulations also provide circumstances in which an employee may be exempted from a non-compete clause.

One option is for the employee or the new employer to pay the former employer compensation of up to three months of the employee's wage under the last employment contract. However, this route requires the former employer's written consent; it is not an automatic right for an employee to buy out the restriction simply by offering three months' salary.

A non-compete restriction also does not apply where the employment contract is terminated during the probationary period.

In addition, certain professional categories considered to be in demand in the UAE labour market may be exempted from non-compete restrictions under decisions issued in accordance with the applicable employee classification system.

Employers and employees may also agree in writing that the non-compete clause will not apply after the employment relationship ends. Such an agreement provides a direct contractual route for removing the restriction.

Employer Must Prove Damage

An employee who moves to a competing business is not automatically liable simply because the new employer operates in the same industry.

Where a dispute arises over the application of a non-compete clause and the matter cannot be resolved amicably, it can be referred to the competent judiciary. The implementing regulations specifically place the burden of proving the alleged damage on the employer.

This means the former employer would need to establish the relevant breach and demonstrate the damage arising from the employee's conduct. The existence of a competitor relationship, by itself, does not remove the employer's obligation to establish its case before the court.

If the employer succeeds in establishing that the employee breached a valid non-compete restriction and caused compensable damage, the court may determine the appropriate consequences, including compensation in accordance with the circumstances of the case.

The law also imposes a time limit on legal action. A claim concerning an employee's alleged violation of a non-compete clause will not be heard if the employer waits more than one year from the date on which the violation was discovered.

What Employees Should Check

An employee considering a move to another company should therefore examine the wording of the employment contract rather than assume that any reference to a non-compete clause automatically prevents a new job.

The employee should consider whether the clause clearly defines the geographical area, duration and nature of the restricted work, whether the new role actually falls within its scope and whether the former employer can demonstrate a legitimate business interest that requires protection.

For an employee moving to another company in the same industry, the fact that both businesses operate in the same sector is therefore only one part of the legal assessment. The precise terms of the restriction, the employee's role, the nature of the new work and any potential damage to the former employer can all be relevant.

The UAE framework does not prohibit employees from changing jobs or joining competitors in every circumstance. Instead, it permits carefully defined restrictions where they are necessary to protect legitimate business interests, while providing safeguards against excessively broad or unjustified restraints on an employee's future employment.

The complex facts underlying billions of dollars in antitrust claims that publishers can now pursue against Alphabet Inc.’s Google make a jury trial risky and suggest that a settlement could be on the horizon.

Google’s potential damages exposure is now substantial after Judge P. Kevin Castel of the US District Court for the Southern District of New York said in a September 30 opinion that there was sufficient evidence to support claims by USA Today Co., formerly Gannett, the Daily Mail and a class of about 5,000 other publishers. They allege that Google overcharged them through its advertising technology platform, AdX.

Castel referred in his opinion to more than $1.7 billion in damages for the publishers’ class, before trebling. The Daily Mail and USA Today allegedly incurred damages of roughly $600 million and more than $900 million, respectively.

“They are facing a big bill now and in front of a jury,” said Harry First, a professor emeritus at New York University School of Law who specialises in antitrust. “At some point, Google might have to do with one less data centre.”

The company’s track record with juries, including a major loss to Fortnite maker Epic Games in 2023, may influence Google’s approach, he added.

“Going before a jury is always rolling the dice a little bit,” First said. “My instinct is you want to look for a number to settle.”

Google, he added, also is not in the strongest litigating position amid an economic downturn and with a jury pool that knows the technology giant spends billions of dollars on data centres.

Companies such as Google “are not exactly struggling for cash”, First said.

He also noted that the publishers’ lawyers are “very sophisticated” firms that have evaluated the case closely, reducing the likelihood of an easy resolution.

“We are pleased that the Court has denied Google’s motion for summary judgment on the AdX publisher class’s claims,” said Philip Korologos, a partner at Boies Schiller Flexner LLP, which, along with Korein Tillery LLC and Berger Montague PC, serves as co-lead counsel for the AdX class. “We look forward to presenting the remaining issues at trial, where the class will seek to recover overcharges.”

Settlement Considerations

Statistically, most antitrust cases do settle, particularly after a summary judgment ruling of this nature that represents a “serious blow” to Google, said Christine Bartholomew, a law professor at the University at Buffalo who focuses on antitrust issues.

She said the plaintiffs might also prefer to settle because of the complex nature of the case. The class of publishers alleges that Google coerced them into using AdX if they used Google’s publisher ad server, DoubleClick for Publishers.

“The more confusing and complicated a case is, the more that helps the defendants,” Bartholomew said. “Plaintiffs like clean, straightforward stories.”

Losing at trial would also create a precedent for other pending cases against Google, said Alicia Batts, a former attorney adviser at the Federal Trade Commission and founding partner of Batts Legal LLP, a boutique antitrust firm in Washington, DC.

She predicts Google will pursue parallel strategies, with a team of lawyers preparing for trial while also seeking a settlement. “They will be prepared on all fronts,” Batts said.

The ruling marks a significant milestone in the publishers’ litigation, which comprises follow-on actions to a 2023 Justice Department lawsuit accusing Google of unlawfully monopolising the digital advertising market.

Last year, a federal judge in Virginia ruled that Google violated antitrust law in markets for advertising exchanges.

However, the judge in September denied the Justice Department’s request to force a breakup of Google’s ad-tech business, keeping a major part of its ecosystem intact.

Trial Still Possible

The possibility of a trial is not off the table, said Wyatt Fore, a partner at Shinder Cantor Lerner LLP who specialises in antitrust law. One person on a jury who acts as a wild card could sway the decision in either direction, he said.

“If you’re the defendant, you might think, ‘We’ve got decent arguments, and all we need is one juror to lock up the jury,’” Fore said. In the best-case scenario, Google wins entirely and does not have to pay, he added.

In the worst case, Google pays the damages but has the financial means to absorb them, he said. “It seems like a lot to normal people, but, you know, to Google, this isn’t exactly going to drive it out of business,” Fore said. Ultimately, it amounts to a business decision for Google, rather than a legal one, Fore added.

“Are they willing to pay the money? Are they willing to deal with the bad press?” Fore said. If the answer is yes, “you can roll the dice and see what happens.”

Design defects are among the most challenging issues to resolve in construction disputes as responsibility for a defective element can arise at different stages. A problem can begin with the design, emerge from the manner of execution or result from inadequate supervision. Establishing liability therefore goes beyond identifying the party physically performing the defective work.

The UAE construction liability regime understands these distinctions, though it imposes specific statutory obligations in relation to serious structural defects. Federal Decree by Law No. (25) of 2025 Promulgating the Civil Transactions Law came into force on June 1, 2026, replacing Federal Law No. (5) of 1985 concerning the Civil Transactions Law of the United Arab Emirates. The construction (muqawala) provisions are mainly contained in Articles 812 to 839, while the decennial liability regime is addressed in Articles 821 to 824.

Which Law Applies?

The starting point is determining which law governs the dispute. The new Civil Transactions Law generally operates prospectively while contracts concluded before June 1, 2026 remain subject to the previous law, subject to applicable transitional provisions, including those relating to limitation periods. Where a construction contract was entered into before that date, the relevant provisions of the former law should therefore be considered. Under that legislation, the construction provisions were contained in Articles 872 to 896, with decennial liability addressed in Articles 880 to 883.

Many of the muqawala provisions are default rules and can be modified by agreement between the parties, subject to mandatory statutory protections, including those governing decennial liability. It is therefore not enough to consider the legislation in isolation. The construction contract, its schedules and technical documents must be read alongside the applicable statutory provisions to establish how responsibility was allocated.

Design Responsibility And Workmanship

The first substantive issue is whether the alleged defect lies in the design itself or in the contractor's execution of that design.

Article 822(1) of the new Civil Transactions Law provides that an engineer whose role is confined to preparing the design is responsible for defects attributable to the design, but not for defects from the method of execution. Where the contractor has responsibility for carrying out the works and departs from approved drawings, specifications or the agreed methodology, responsibility may instead lie with the contractor.

The distinction can become particularly important when a contractor argues that it simply followed instructions issued by the employer or consultant. Approval of a drawing does not necessarily absolve a contractor from responsibility for poor workmanship or an improper method of execution. At the same time, a contractor should not automatically become responsible for a fundamental design error simply because it constructed the faulty element.

The contractual allocation of duties is therefore critical. The scope of services, specifications, drawings, method statements, approvals, site instructions and project correspondence should be considered together. These documents can help identify what each party was expected to identify, review, approve or execute.

Design-And-Build Contracts

The analysis becomes more complicated under a design-and-build arrangement. Unlike a traditional build-only contract, the contractor may take responsibility for both designing and executing the works. Its obligations may consequently extend beyond workmanship to the adequacy, integration and coordination of the design.

A contractor cannot necessarily avoid responsibility by arguing that a defect originated with a designer if it had accepted overall design responsibility under the contract. Conversely, an employer seeking compensation must establish the relevant contractual obligation and demonstrate a connection between the alleged design deficiency and the loss suffered.

Design responsibility, review obligations, reliance on information supplied by the employer and procedures for raising discrepancies should therefore be addressed clearly in the contract. Equally important is the project record: concerns about drawings, specifications or design coordination should be raised promptly and documented rather than left to be reconstructed after a dispute has arisen.

Employer-Provided Specifications

Another complication arises where the employer provides specifications, drawings or design criteria. A contractor may argue that it was contractually obligated to build in accordance with that information and should not be held responsible for an inherent defect in the employer's design.

Article 816(3) requires the contractor, where the contract does not provide otherwise, to notify the employer immediately if defects appear in materials supplied by the employer or if other circumstances prevent proper execution. A failure to give notice may expose the contractor to liability for the consequences.

The provision does not explicitly refer to designs supplied by the employer, and its application to design inconsistencies has yet to receive clear judicial treatment. It may nevertheless be argued that a serious design inconsistency or impractical detail consists of an “other factor” that prevents proper execution. For contractors, the safer approach is therefore to raise concerns in writing as soon as an apparent design problem affecting execution is identified, or ought reasonably to have been identified.

The Consultant's Role In Supervision

Supervision raises a separate question. Under Article 822(1), an engineer whose appointment is limited to design is responsible for defects attributable to that design. Article 822(2), however, provides that an engineer whose role is limited to supervising execution is jointly liable with the contractor for execution defects occurring under that engineer's supervision. The previous law addressed the position of a design-only engineer but did not explicitly deal with a supervision-only engineer in the same way.

The precise scope of the consultant's appointment is therefore important. Attendance at a site or periodic inspection does not necessarily mean that a consultant took on responsibility for every aspect of construction. However, where supervision forms part of the consultant's contractual duties, shortcomings in that supervision may lead to liability.

The distinction can be particularly important in major projects involving several layers of consultants, specialist contractors and subcontractors. The question is not simply whether a consultant visited the site, but what the consultant was contractually required to inspect, monitor, approve or report and whether the alleged defect falls within those responsibilities.

Where Several Parties Contributed To The Defect

Construction defects often have more than one cause. A design omission may be compounded by an inappropriate construction method, inadequate inspection, poor materials, insufficient testing or subsequent alterations. Expert evidence can therefore play a central role in determining technical causation.

A construction expert may review design documents, specifications, site records, inspection reports, testing results, correspondence, photographs and as-built information to determine how the defect developed and whether the conduct of more than one party contributed to the consequence.

This distinction matters because contractual responsibility and technical causation do not always point to the same party. Evidence must establish not only what failed, but how and why it failed, which party was responsible for the relevant stage of the works and whether another participant contributed to the resulting damage.

In a complex dispute, the chronology can be as important as the technical evidence. A contractor's discovery of a design inconsistency, a consultant's approval of a revised detail or an employer's instruction to proceed despite a warning may each affect the eventual assessment of responsibility.

The Statutory Decennial Regime

The statutory decennial liability regime operates alongside the contractual analysis described above. Article 821 makes the contractor and engineer jointly and severally liable to the employer for ten years for the total or partial collapse of buildings or fixed installations, as well as defects that threaten their structural integrity and safety. Under Article 821(1), the regime applies where the engineer prepared the design for execution by the contractor under the engineer's supervision. Where the engineer's role is limited to design without supervision, Article 822(1) confines the engineer's liability to defects attributable to the design.

The decennial regime does not depend on establishing fault. Liability may still arise where the defect resulted from a problem with the ground or the employer authorised the defective work. A contractor engaged on a build-only basis may therefore still face decennial liability even though it did not take on the design.

Article 823 provides that any agreement seeking to exclude or limit this liability is void. Article 824 further requires a claim to be brought within three years from the collapse or discovery of the defect.

Article 821(4) provides that the statutory decennial regime does not govern the contractor's recourse against subcontractors. Any such claim must instead be determined under the relevant contractual arrangements and applicable general legal principles.

Conclusion

Responsibility for a design defect in a UAE construction project cannot be determined simply by asking whether the contractor, consultant or designer was involved in the affected work. The answer depends on the law applicable to the contract, the contractual allocation of design, execution and supervision responsibilities, the nature and seriousness of the defect, the conduct of the parties during construction and the technical evidence establishing causation.

For developers, contractors and engineering consultants, clearly defined scopes of responsibility remain one of the best ways of reducing uncertainty. Prompt notice of design or execution concerns, careful documentation of instructions and approvals and comprehensive project records can also prove critical when a defect later develops into a dispute. In projects involving several professionals and contractual layers, the parties' responsibilities should be clear before construction begins rather than reconstructed after the failure occurs.

Dubai’s Court of Cassation has delivered a significant ruling on the financing of property developments, holding that a mortgage created by a developer may be invalid if the bank fails to deposit the corresponding financing into the project’s designated escrow account.

The ruling places the statutory escrow mechanism at the centre of the validity of development-related mortgages, rather than treating it simply as an administrative requirement governing the use of borrowed funds.

Under the UAE’s Real Estate Development Escrow Account Law, Federal Law No. 8 of 2007, financing for a development is required to be channelled into the escrow account established for that project. The latest court decision indicates that failure to comply with that requirement can directly affect the bank’s security over the property.

The distinction is important for lenders because a mortgage is ordinarily intended to provide security for repayment of a loan. But where the financing has not been deposited into the prescribed project account, the court has indicated that the mortgage cannot necessarily be enforced merely because a valid lending agreement exists between the bank and developer.

Escrow Requirement Becomes A Financing Safeguard

The decision reinforces the role of escrow accounts as a fundamental protection within Dubai’s off-plan property market.

Escrow accounts were introduced to separate project-related funds from a developer’s general finances and to ensure that money raised for a particular development is used for that project. The mechanism is particularly important in off-plan transactions, where buyers provide funds before construction is completed and may have limited control over how those funds are subsequently used.

The court’s approach gives the escrow requirement a further legal dimension. It suggests that compliance is not simply a matter between the developer and the relevant regulatory authorities. It can also determine the extent to which a financing bank can rely on a mortgage when seeking to enforce its security.

In practical terms, lenders therefore face a greater need to establish a clear link between the financing provided, the development for which it was intended and the relevant escrow account.

Mortgage Security Can Be Reduced

The implications are illustrated by a recent dispute in which a mortgage had initially been recorded at Dh246 million. The court reduced the amount secured by the mortgage to Dh93 million after it was established that only Dh93 million had actually been deposited into the project's escrow account.

The outcome demonstrates that the amount stated in a financing or mortgage arrangement may not, by itself, determine the extent of the bank’s enforceable security.

Where only part of the financing has been properly channelled through the project escrow account, the bank may find that its security is correspondingly limited. In circumstances where the required financing has not been deposited at all, the mortgage may face a more fundamental challenge.

The ruling therefore creates a direct connection between the movement of loan funds and the strength of the lender’s security.

Good Faith May Not Protect Lenders

One of the more significant aspects of the decision is that the bank’s intentions do not appear to override the statutory requirement.

A lender may have acted in good faith and may have expected the developer to apply the financing appropriately. That, however, does not necessarily cure a failure to comply with the escrow requirement.

This places greater emphasis on the bank’s own procedures before and during the release of development finance. Rather than relying solely on contractual undertakings from the developer, lenders may need to verify that the funds have actually entered the prescribed escrow account.

The principle could also encourage more rigorous monitoring of project finance, particularly where large sums are released in stages.

Wider Impact On Property Finance

For developers, the ruling highlights the importance of maintaining a clear separation between project financing and other corporate funds. A failure to ensure that financing is properly routed through the designated account could create consequences extending beyond regulatory compliance.

For banks, the decision raises questions about internal controls, disbursement procedures and documentation. Financing arrangements may need to be structured so that the destination of funds is demonstrable and consistent with the statutory framework.

The ruling may also influence how disputes involving developer defaults and mortgage enforcement are litigated. Evidence showing the amount actually deposited into an escrow account could become critical in determining the extent of a lender’s security.

Additional Protection For Off-Plan Buyers

The decision also strengthens the protective purpose behind Dubai’s escrow regime. For purchasers of off-plan properties, the principal concern is that money paid towards a development should contribute to the construction and completion of that project. A requirement that development financing itself be channelled through the project’s escrow account reinforces that objective.

The ruling can therefore be viewed as part of a broader judicial approach to safeguarding the integrity of Dubai’s real estate market. By insisting on compliance with the statutory framework, the courts are making clear that the protections built into the off-plan system cannot easily be bypassed through private financing arrangements.

For lenders and developers, the message is equally clear: the legal effectiveness of security over a development can depend not only on what the financing documents say, but also on where the money actually goes.

The decision is likely to encourage banks to strengthen due diligence and fund-disbursement controls, while developers will have greater reason to ensure that project financing follows the prescribed route from the outset.

As Dubai’s property market continues to attract substantial domestic and international investment, the ruling underlines the importance of escrow compliance as a matter of both investor protection and enforceable financial security.

A failed lethal injection in Tennessee has intensified legal and human-rights scrutiny of the US death penalty, with questions emerging over execution procedures, access to information about lethal drugs and the treatment of prisoners during botched executions.

“There is no one that wanted what happened last night to happen,” Lee, a Republican, told reporters. “It’s a tragedy, and it’s deeply disturbing to me that that has happened in this state. The people deserve better and we’re going to make sure that happens.”

‘Kind’ With Her Executioners

Pike’s lawyers provided new details about what happened inside the execution chamber, saying her request for an all-female execution team appeared to have been granted.

The process of establishing intravenous access took about an hour. During that time, Pike offered prison staff guidance on where they might insert the needle to obtain better access to her veins, according to Spivey.

“Miss Pike was kind and she was cooperative and she was at peace the whole time,” Spivey said. “She was ready.”

Pike continued speaking with her spiritual adviser and members of the execution team after the first dose of the lethal injection was administered, wishing them “loving kindness”, Spivey said.

The account has added to wider questions about the legal safeguards surrounding capital punishment, particularly the standards states must meet when carrying out an execution and the treatment of prisoners when an execution does not proceed as intended.

Secrecy Around Execution Drugs

The failed execution has also drawn attention to the way US states obtain drugs used in lethal injections.

European pharmaceutical companies are generally prohibited from supplying drugs for executions, leaving US prison authorities largely dependent on small, lightly regulated compounding pharmacies. Procurement arrangements are often protected by confidentiality rules, making it difficult for prisoners and their lawyers to establish where execution drugs came from or how they were prepared.

Tennessee moved to a one-drug lethal injection procedure using pentobarbital, a powerful barbiturate, in 2024. It remained unclear where the state obtained the drugs used in Wednesday’s unsuccessful execution. Pike’s lawyers said the information had also been withheld from them.

The lack of disclosure can become a significant legal issue in capital cases, where defence lawyers may challenge the reliability, provenance and suitability of drugs before an execution takes place. Access to such information can also feature in broader arguments concerning due process and whether a proposed execution method complies with constitutional protections.

Human Rights Concerns

Most countries in the world have abolished the death penalty, as have 23 US states. The United Nations High Commissioner for Human Rights, Volker Turk, said Pike’s case showed why the United States should follow suit.

“The prolonged suffering – physical and mental – arising from multiple failed execution attempts is abhorrent, and cruel,” Turk said in a statement.

His comments reflect longstanding international human-rights concerns over whether an execution that results in prolonged physical or psychological suffering can breach legal and ethical standards governing the treatment of prisoners.

The issue is particularly significant in the United States, where capital punishment remains legal in a number of states but is subject to constitutional limitations. Challenges to execution methods have frequently centred on whether the procedure creates an unconstitutional risk of severe pain or unnecessary suffering.

Case Behind The Sentence

Pike was 18 in January 1995 when she, her 17-year-old boyfriend Tadaryl Shipp and a third companion lured Colleen Slemmer, a 19-year-old classmate at their Knoxville Job Corps vocational centre, into a wooded area.

Slemmer was tortured and killed. Pike and Shipp confessed to the killing and were convicted of first-degree murder.

Pike’s case has since become part of the wider debate over the use of capital punishment and the safeguards surrounding executions.

The latest events are likely to place renewed attention on the state's responsibility to ensure that an execution is carried out according to established procedures and without unnecessary suffering, while also giving defence lawyers sufficient information to challenge the method before it is used.

For death-penalty opponents, the failed execution has provided another example of the risks inherent in a system in which the state deliberately takes a prisoner's life. For authorities, the incident raises the separate question of how execution procedures can be made more reliable while remaining within constitutional and legal limits.

Cross-border investment rarely ends when the money has been transferred to the target company. If the company starts to generate profits and needs funding to finance its expansion, or pay for consultancy and intellectual-property services, the capital will flow in the other direction. Each type of payment has different implications for taxes and compliance, and the nuances can easily lead to problems for investors.

A dividend is not a shareholder loan, a capital injection is not a management fee, and a payment for the use of intellectual property is not an ordinary commercial purchase. Each transaction has its own requirements in terms of tax, transfer pricing, foreign exchange, company law and banking.

The challenge for investors is that there are no standard global rules for such transactions. Company law, tax legislation, foreign exchange and banking rules, as well as bilateral tax treaties and transfer-pricing rules, all need to be taken into account. Even within one jurisdiction, a seemingly straightforward payment can involve additional approval or documentation processes.

The key point for any cross-border transaction is that the legal nature of the payment is clear. The reason for the transfer, the parties involved, and the terms should be fully understood and properly documented.

Start With The Legal Character

The first step in any cross-border transfer is to define the legal nature of the payment.

A shareholder injecting capital into a company could take the form of subscribing for new shares, a capital injection or a shareholder loan. These options have different tax treatment, risk exposure, and requirements in terms of company law. An equity injection normally strengthens the share capital of the target company, whereas a shareholder loan creates a creditor-debtor relationship and involves terms such as interest rates, repayment schedules, and security.

The distinction between the two is particularly relevant for tax purposes. If the loan is between related parties, tax authorities may question whether it is truly a loan, or whether it is in fact an equity injection disguised as a loan.

Poorly documented transactions can cause headaches for investors down the line. What may seem like a routine bank transfer can trigger scrutiny from tax authorities, requiring extensive justification.

Dividends Require Careful Planning

Dividends are usually the main way for shareholders to withdraw profits from a target company, but there are a number of steps to be taken before dividend payments can be processed.

The company’s board of directors must approve a dividend distribution, having taken into account company law and tax considerations.

Company law requirements can vary depending on the jurisdiction, but generally a company can only distribute dividends if it has sufficient distributable reserves. In addition, all corporate governance requirements in the company’s constitutional documents, including shareholder or board approvals, must be met.

Once the board has authorised the payment, the next step is to consider the tax implications. Dividend payments are subject to taxation in both the country of origin and the country of residence. In addition, some countries levy a withholding tax on dividend payments. Double taxation agreements usually relieve shareholders of double taxation, but certain conditions must be met, such as tax residency and documentation requirements.

Finally, investors should be aware that the amount of the dividend payment they receive will depend on the amount of the gross payment less any applicable taxes.

Shareholder Loans Need Proper Terms

In some cases, a shareholder loan can be a good option for injecting capital into a company. A loan can be used to finance working capital, acquisitions, and other corporate purposes without immediately increasing the share capital of the company.

A loan can also be useful for temporary financing needs. However, a shareholder loan can give rise to significant tax and regulatory challenges if the terms are not properly structured.

A cross-border loan agreement should clearly state the principal amount, currency, interest rate, repayment schedule, and maturity date. In addition, the parties should consider which law will govern the contract. If the lender and borrower are related parties, the loan terms should reflect what independent parties would agree under generally accepted commercial principles.

The interest on a shareholder loan is subject to taxation in the country of residence of the lender. In addition, interest payments may be subject to withholding tax in the country of the borrower. However, tax deductions for interest payments may be limited if the loan agreement is considered to be between related parties or if the interest exceeds the arm’s length principle.

In addition, a shareholder loan that is supposed to be short term but turns out to be permanent, or where interest is not paid on time, runs the risk of being challenged as a disguised equity injection.

Capital Injections Leave A Paper Trail

Equity injections may seem less complicated than loans since, unlike loans, they do not involve repayment of principal. However, capital injections usually involve a number of formalities under company law.

Depending on the legal structure of the target company, injecting capital may require the preparation of certain documents, filing changes with the appropriate authorities, and adjustments to the company’s share capital. In the case of foreign investment, there may also be issues with foreign investment regulations.

The main thing to remember is that the injection of capital may require documentation, approvals, and filing of documents with the appropriate authorities. In addition, the difference between a formal subscription for new shares and an informal injection of capital may become relevant when the investor wants to withdraw money from the company.

A bank may require proof of payment, as well as documents indicating the approval of corporate authorities, to process a withdrawal of any funds.

Royalties Raise Intellectual Property Questions

A royalty payment represents another category of payments that require careful consideration from both a tax and a commercial perspective.

A royalty is a payment made by one party to another for the right to use intellectual property, which may include trademarks, patents, copyright, technical expertise, and other know-how. In most cases, the receipt of royalties is subject to taxation and therefore withholding tax in the country of origin.

If the parties are related, the amount of royalties is subject to transfer pricing rules. In addition, determining the value of intellectual property for the purposes of royalties can sometimes be a challenge, especially when it comes to intangible assets such as brands, technical expertise, and know-how.

A properly drafted licensing agreement should state which intellectual property is being used, the scope of the licence, the territory, the term of the licence, and the terms of payment. The commercial justification for the royalty must also be established to ensure that the transaction meets the requirements of the tax authorities.

Management Fees Need Substance

Similar to royalty payments, management and consultancy fees also require careful documentation to ensure that the transaction meets the requirements of tax and company law.

If a company is to account for management fees as an expense, it must be able to demonstrate that the fees were actually incurred and that the cost was justified. Contracts, invoices, and documents confirming the provision of services, as well as a detailed cost breakdown, may be required.

This is especially important in the case of parent-subsidiary relationships, where the parent company pays fees to the subsidiary for services rendered. In this case, the description of the services provided under the contract is of particular importance to the tax authorities, since vague wording such as “management services” does not provide sufficient information about the services rendered.

The tax authorities may also review whether the services were actually provided and whether the cost was justified. It is therefore important to understand that a management fee is not automatically deductible as an expense, even if it is documented.

Foreign Exchange Can Alter The Transaction

Another factor to consider when making cross-border payments is the foreign exchange regulations of the countries involved.

In some jurisdictions, the currency regime is completely liberalized. In others, there may be restrictions on currency conversions, as well as reporting requirements for large transfers of funds. Some jurisdictions may require prior approval from the local central bank for transfers, loans, dividends, or other types of payments. In addition, there may be specific requirements for documenting each transaction.

Currency risk is also an important aspect of cross-border payments. For example, a shareholder loan denominated in US dollars can turn into an expensive burden for a company that earns income in a different currency.

The terms of the contract should therefore clearly state the currency of the payment, as well as any additional details related to currency conversion and bank fees. This applies to all types of payments, including dividends, fees, interest on loans, and royalties.

Banks Are Part Of The Process

Even if a transaction meets all the requirements of the law, investors need to be aware that banks can impose their own requirements when processing payments.

In particular, banks can ask for information on the beneficial owners of companies, the source of funds, and documentation on the transaction. Large transactions and complex cross-border payments often require additional documentation from banks, including information on the parties to the transaction, the purpose of the payment, and supporting documents such as tax documents, contracts, and invoices.

If the payment documentation is not prepared correctly, the transfer of funds may be delayed. In addition, different banks may have different requirements for the same transaction.

Withholding Tax Can Change The Final Amount

Withholding tax deserves special attention because it is applied to the payment itself, reducing the amount received by the payee.

Dividends, interest on loans, and royalties are some of the most common types of payments subject to withholding tax, but management and consultancy fees can also be subject to it. The applicable rates and the responsibilities of the tax authorities may differ depending on the jurisdiction, but the principle is the same: the tax is withheld from the payment by the party responsible for making the payment.

Tax treaties between countries often reduce or eliminates withholding tax, but in order for a company to benefit from a reduced rate, it must apply to the local tax authorities to withhold tax at the lower rate.

The timing of withholding tax is also of great importance. In many cases, the company that makes the payment is required to withhold tax at source and remit it to the tax authorities, even if the final recipient of the payment is a tax resident in another jurisdiction.

Documentation Is The Common Thread

For all types of cross-border payments, one rule applies: the legal and commercial documentation should clearly state the nature of the transaction.

Investors considering cross-border payments should therefore be aware of the differences between dividends, shareholder loans, capital injections, royalties, management fees, and other types of payments. The parties should also be aware of the company law and tax implications of each type of payment, as well as any documentation requirements imposed by banks.

In addition, the documentation should be consistent with the nature of the payment. If a payment is made as a dividend, it must not appear as a loan in the accounting records or as a management fee in the bank transfer documents.

Cross-border investment is not simply a matter of transferring money from one account to another. At every stage, the legitimacy of the transaction and its compliance with the requirements of the law must be established. It is therefore important for investors to carefully consider the options for withdrawing profits, injecting capital, and paying fees to related parties, as well as the consequences for taxes and banking.

The UAE Civil Transactions Law, which came into force on June 1, 2026, has made significant amendments to the law relating to defective goods. The changes are of particular relevance to businesses engaged in the sale and purchase of goods, including manufacturers, traders, wholesalers, retailers, distributors, and procurement teams. The new provisions may offer greater flexibility to commercial buyers in the event that a defect is uncovered after the goods have been delivered and put into use.

Where a latent defect is established, the buyer may have several remedies, depending on the circumstances. These can include returning the defective goods, keeping them and seeking the appropriate reduction in the purchase price, or, accepting an equivalent replacement from the seller, who is free from the defect.

The law has extended the period for bringing a latent defect claim from six months to one year from delivery, unless the seller has agreed to a longer warranty period.

The change is particularly relevant to commercial transactions involving machinery, equipment and other goods where the defect may not always be apparent during an initial inspection.

What Counts As A Latent Defect?

A latent defect is typically one that existed prior to delivery, or arose while the goods were with the seller, but could not reasonably have been detected by the buyer, on an ordinary inspection.

The distinction between a latent defect and an obvious defect is therefore important. Where machinery arrives with visible physical damage, for example, the buyer may be expected to notice the problem, and notify the seller at delivery, or within any agreed inspection period.

The position can be different where machinery contains an internal manufacturing defect that becomes apparent only after the equipment has been operated for some time. This may constitute a latent defect if it is established that the defect, or its underlying cause, existed prior to delivery.

In a commercial dispute this question will frequently turn on the evidence. Technical reports, expert inspections, photographs, maintenance records and correspondence between the parties can all be relevant in determining when the defect arose, and whether it could reasonably have been discovered earlier.

Businesses should therefore not always assume that the day on which a problem becomes visible will dictate whether it is regarded as a latent defect.

Remedies Available To The Buyer

The new Civil Transactions Law gives buyers greater flexibility where a latent defect has been established. The buyer may return the defective goods to the seller. Alternatively they may retain them and seek a reduction in the purchase price reflecting the impact or value of the defect. An equivalent replacement may also be provided by the seller, free from the defect.

The availability of a price reduction is particularly relevant in commercial transactions. Returning goods is not always a practical option. Machinery may have been installed and products incorporated into a wider project, with the buyer already incurring substantial costs for transport, commissioning, installation or adaptation. In such cases, keeping the goods while securing the appropriate adjustment to the price can provide a more viable solution than unwinding the transaction.

Replacement can also allow the parties to preserve their commercial relationship without requiring the entire deal to be terminated. The appropriate remedy will, however, depend on the nature of the defect, the goods involved, and the circumstances of the transaction. Businesses should therefore assess the remedies available at an early stage, not assuming that every defect dispute must end in the rejection and return of the goods.

When Does The One-Year Period Begin?

Under the new law, latent defect claims are subject to a one-year period, counted from the day following delivery. This is an extension from the previous six-month period and gives buyers additional time to identify defects that may emerge only after installation, repeated use, or exposure to normal operating conditions.

The longer period should not, however, encourage buyers to delay action. Once a defect is discovered, the buyer should notify the seller promptly and preserve the relevant evidence. It should also exercise caution before carrying out alterations or repairs, that could later make it more difficult to establish the original cause of the problem. Where the defect involves a technical issue, an independent inspection or expert assessment may be appropriate at an early stage. A contemporaneous record of the goods' condition can become very important if the parties dispute, later, whether the defect existed prior to delivery.

The law also allows the parties to agree to a longer warranty period. Businesses should therefore review existing warranty provisions to see whether they offer protection beyond the statutory period.

Inspection And Acceptance Clauses Remain Important

The changes do not detract from the importance of properly drafted inspection and acceptance clauses. A buyer who knew about a defect and accepted the goods will face difficulties in subsequently relying on the same defect. Likewise, where a defect was obvious and could reasonably have been detected during inspection, a failure to raise it within the appropriate period will have an impact on the buyer's position.

This remains particularly significant in B2B contracts. Supply agreements should clearly distinguish between visible defects that must be reported promptly, and latent defects that may emerge only after testing, installation or use. Businesses should also be careful when signing delivery notes, inspection certificates and acceptance documents. A statement that goods have been received "in good condition" may later be relied upon by a seller in a dispute.

For technically complex goods, the contract may need to distinguish between physical delivery and final technical acceptance, following inspection, testing or commissioning. This is particularly important for machinery, industrial equipment, electronics and other products, where a meaningful assessment of performance cannot realistically be completed at the point of delivery.

Suppliers Should Review Their Warranty Clauses      

The changes also give suppliers reason to review their standard terms and warranty provisions. A contractual warranty stating that liability ends after six months may not, in itself, fully address the buyer's statutory rights under the new regime governing latent defects.

Suppliers should therefore ensure that their contracts are consistent with the new law, and establish a clear procedure for dealing with reported defects. This should include the applicable warranty period, inspection requirements, notification process, repair or replacement arrangements, and responsibility for transportation, inspection and testing costs.

The contracts should also make clear how disputes over the cause of a defect should be investigated and resolved. This can be particularly important where the parties disagree over whether the problem arose before or after delivery.

Manufacturers and distributors may also need to examine the relationship between a manufacturer's warranty and the liabilities of the local seller. Without appropriate contractual protection, a UAE seller may find themselves liable to the buyer, with limited recourse against the manufacturer or up-stream supplier.

Practical Impact For UAE Businesses

The new law provides buyers with a broader framework for handling defective goods, particularly where a problem is not immediately apparent. The outcome of a latent defect dispute will nevertheless continue to depend largely on the terms of the contract, and the evidence available to establish the nature and timing of the defect.

Buyers should document problems carefully and notify sellers promptly, even if the one-year statutory period has not expired. Suppliers, meanwhile, should review their standard sales terms, warranty periods and acceptance procedures, to ensure they are in line with the new legal framework. For both sides, properly drafted contracts are fundamental to managing the risk.

The new regime does not eliminate the need for clear inspection, notification and warranty provisions. It makes it increasingly important for businesses to ensure that these provisions work consistently with the statutory rights and remedies available under UAE law.

End-of-service gratuity can form a significant part of an employee’s final financial settlement when leaving a job in the UAE. However, employers do not have an unrestricted right to reduce the amount payable by making deductions from the worker’s gratuity.

The UAE Labour Law permits deductions from end-of-service benefits only in specified circumstances. These include certain outstanding loans or overpayments, legally required pension or insurance contributions, disciplinary penalties, debts arising from court judgments and the cost of repairing damage caused by an employee in certain circumstances.

The rules are set out in Article 51(7) of Federal Decree-Law No. 33 of 2021 on the Regulation of Labour Relations and Article 29 of Cabinet Resolution No. 1 of 2022, which contains the implementing regulations. The current framework has also been affected by subsequent amendments to the Labour Law, including Federal Decree-Law No. 9 of 2024.

Five Situations Where Deductions May Be Permitted

Article 51 provides that an employer may deduct from an employee’s end-of-service benefits amounts payable under the law or a court judgment, subject to the conditions and procedures established by the implementing regulations.

Article 29 of Cabinet Resolution No. 1 of 2022 identifies the circumstances in which such deductions may be made.

The first category covers amounts owed by the worker in connection with loans provided by the employer or wages and other payments made in excess of the employee’s actual entitlement. If an employee has received an employer loan that remains unpaid at the end of the employment relationship, or has been overpaid, the outstanding amount may therefore be recovered from the end-of-service entitlement, subject to the applicable rules.

The second category concerns amounts that were supposed to be paid by the worker as contributions towards end-of-service benefits, retirement pensions or insurance under applicable UAE legislation. Such deductions are not discretionary payments that an employer can create independently, but relate to contributions required under the relevant legal framework.

The third category involves disciplinary penalties. An employer may deduct an amount arising from a violation committed by the worker where the penalty is provided for under the establishment’s applicable disciplinary regulations and those regulations have been approved by the Ministry of Human Resources and Emiratisation (MoHRE).

The fourth category covers debts that are payable pursuant to a court judgment against the worker. Where a judicial ruling establishes an amount owed by an employee, the employer may make the relevant deduction in accordance with the legal requirements governing execution of that debt.

The fifth category relates to damage caused by the worker. A deduction may be made towards repairing damage, destruction or loss involving tools, machines, products or materials belonging to the employer where the damage resulted from the worker’s fault or violation of the employer’s instructions.

These categories are important because an employer cannot simply describe an amount as a deduction from the final settlement and assume that it is automatically lawful. The amount must fall within a legally recognised category and the required procedures must have been followed.

Evidence And Procedures Matter

A dispute over a gratuity deduction may ultimately turn not only on the amount involved but also on the evidence supporting the employer’s claim.

For example, a deduction relating to an employer loan would normally need to be supported by records establishing the loan and the amount outstanding. An overpayment should similarly be capable of being demonstrated through payroll or other employment records.

A disciplinary deduction must be connected to an applicable disciplinary system and the relevant violation. Where damage to company property is alleged, there must be a basis for establishing both the damage and the employee’s responsibility for it.

The implementing regulations also impose procedural requirements where deductions relate to violations committed by the worker or damage caused through the worker’s fault. In such cases, the employer must follow the procedures prescribed by the Labour Law and its implementing regulations, and no more than three months should have elapsed from the date the amount became due unless otherwise agreed.

This means that an unexplained deduction in a final settlement does not become lawful simply because the employer has included it in the calculation.

No Single Percentage Cap For Gratuity Deductions

The UAE Labour Law does not establish one general percentage ceiling for deductions from end-of-service gratuity in the same way that specific limits apply to certain deductions from wages during employment.

Instead, gratuity deductions are controlled by the legal basis for the deduction and the procedures that apply to it.

The distinction is significant. The fact that an employer deducts a relatively small amount does not by itself make the deduction lawful. Conversely, an amount does not become unlawful merely because it is substantial if it is properly supported by a recognised legal basis and the prescribed requirements have been met.

Employees should therefore examine the reason given for a deduction, the documents supporting it and the circumstances in which it was imposed.

Costs such as recruitment expenses, visa charges, medical expenses, uniforms or a general unexplained “settlement” amount should not simply be treated as deductions from gratuity without establishing a specific legal basis under the applicable rules.

The employer’s right to recover a genuine debt or other legally recoverable amount should also be distinguished from an attempt to transfer ordinary business or employment costs to a departing employee.

Bank Debts Are A Separate Matter

A further issue can arise when an employee has outstanding personal loans or credit card liabilities with a bank.

The possibility of a bank freezing or claiming funds connected with an employee’s end-of-service payment is separate from the employer’s authority to deduct gratuity under the Labour Law.

Such action may arise from the contractual relationship between the employee and the bank, including provisions contained in loan or credit agreements. It is therefore not the same as an employer making a deduction under Article 29 of the implementing regulations.

Employees with outstanding bank liabilities should consequently review their loan agreements and banking arrangements before leaving employment. The treatment of a gratuity payment may depend on the contractual terms and the circumstances surrounding the employee’s debt.

Employers Must Pay Final Entitlements Within 14 Days

The law also sets a timeframe for payment of a worker’s final entitlements.

Under Article 53 of the Labour Law, an employer must pay the worker’s wages and other entitlements due under the law, implementing decisions, employment contract or establishment regulations within 14 days from the end of the contract.

This requirement applies to the final settlement and does not give an employer a general right to delay payment while making unsupported deductions.

For employees, this makes it important to obtain a clear final settlement statement showing how the gratuity and other end-of-service amounts have been calculated and what, if anything, has been deducted.

What Workers Can Do About A Disputed Deduction

An employee who believes that money has been wrongly deducted should first seek a written explanation from the employer.

The employee can request a detailed breakdown of the final settlement and ask the employer to identify the legal basis for each deduction. Where appropriate, supporting documents such as a loan agreement, payroll records, disciplinary records, a court judgment or evidence relating to alleged damage should also be requested.

Keeping these records can become important if the dispute later has to be considered by the labour authorities or courts.

Employees should also exercise caution when signing a final settlement or release document that contains a disputed deduction. If there is disagreement over an amount, the objection should be recorded in writing rather than allowing the document to appear to indicate that the entire settlement has been accepted without reservation.

MoHRE Is The First Route For Most Private-Sector Disputes

For employees covered by the federal private-sector Labour Law, an individual employment dispute is generally submitted to MoHRE for consideration and an attempt at amicable settlement before court proceedings.

The amended Article 54 gives MoHRE authority to issue a decision where the value of the disputed claim does not exceed Dh50,000. The same authority can apply where either party fails to comply with an amicable settlement decision previously issued by the Ministry, regardless of the value of the claim.

A Ministry decision in such cases has the force of an executive instrument. A party wishing to challenge the decision may bring a case before the competent court within 15 working days of notification or announcement of the decision, subject to the procedures prescribed by the law.

Where the claim exceeds Dh50,000 and cannot be settled amicably, the dispute is referred to the competent judiciary under the applicable procedure.

Two-Year Limit For Labour Claims

Employees should also be aware of the limitation period for pursuing rights under the Labour Law.

Article 54(9), as amended by Federal Decree-Law No. 9 of 2024, provides that claims concerning rights arising under the Labour Law cannot be considered after two years from the date the employment relationship ended. The rule therefore applies to claims involving employment entitlements, including disputes concerning end-of-service benefits.

Although the two-year period provides more time than the earlier limitation period, employees should not treat it as a reason to postpone a dispute. Documents, payroll records and other evidence can become more difficult to obtain as time passes.

Different Rules Can Apply In Certain Free Zones

Not every employment relationship in the UAE is governed in exactly the same way. Employees working in special financial free zones, including the Dubai International Financial Centre and Abu Dhabi Global Market, are subject to their respective employment frameworks. These regimes have their own rules concerning employment benefits, dispute resolution and, in some cases, workplace savings arrangements.

The relevant employment jurisdiction should therefore be established before a complaint is filed. An employee working under a free-zone employment regime should not automatically assume that the MoHRE procedure applicable to workers covered by the federal private-sector Labour Law is the correct route.

For workers covered by the federal Labour Law, however, the central principle remains clear: an employer’s ability to deduct from end-of-service benefits is not unlimited. A deduction must have a recognised legal basis, fall within the categories permitted by the implementing regulations and comply with the applicable procedures.

Employees approaching the end of an employment relationship should therefore examine their gratuity calculation carefully, ask for an explanation of any unexplained deduction and retain copies of their employment, payroll and settlement records. Where a dispute cannot be resolved directly with the employer, the statutory labour-dispute process provides a route for seeking recovery of amounts that may have been wrongly withheld.

Registering a company in an international jurisdiction can be the easiest part of establishing an overseas business structure. The process may involve choosing a name, appointing directors, identifying shareholders and filing incorporation documents. Once the certificate is issued, the entity has a legal identity of its own. For founders entering a new market or investors setting up an international holding vehicle, that can look like the completion of the exercise. It is usually only the beginning.

The more consequential decisions concern what sits behind the company registration: who ultimately owns the business, who can make decisions, where management takes place, how the company will deal with banks and tax authorities, where valuable intellectual property will be held, how capital will be raised and what happens when ownership eventually changes.

Those questions become more complicated when more than one country is involved. A company may be incorporated in one jurisdiction, managed from another and conduct its principal commercial activity somewhere else. Its shareholders may live in several countries, while customers, employees, lenders and assets are spread across different markets.

A legally valid incorporation does not by itself make that arrangement coherent.

The Entity Comes First, But Not Alone

Incorporation creates the legal vehicle through which a business can own assets, enter contracts, employ people and incur liabilities. It also establishes the framework within which shareholders and directors exercise their respective rights and duties. But the certificate says little about how the company is intended to function.

An international group may use one entity as a holding company, another to conduct trading activities and a third to own property or intellectual property. A regional subsidiary may contract with customers while a parent company provides financing or management services.

The distinction between those entities needs to be reflected in their legal documentation and actual activities. This is why jurisdiction selection based solely on incorporation speed or cost can be misleading. The right question is not simply whether a company can be registered in a particular country, but whether the country's corporate, tax and regulatory framework works for the role the entity is expected to perform.

Ownership Determines More Than Percentages

The shareholding structure is one of the first decisions that can affect the life of an international company. A business owned by one founder presents different issues from a company backed by several investors, a family group or institutional capital. Even where the percentage holdings are clear, voting rights and contractual arrangements can determine who exercises effective control.

Shareholders' agreements can deal with board appointments, reserved matters, transfer restrictions, pre-emption rights and procedures for resolving disagreements. Different classes of shares may also provide different economic or voting rights where the relevant corporate law permits them.

Beneficial ownership is a separate consideration. International transparency standards increasingly require companies and financial institutions to identify the natural persons who ultimately own or control legal entities. The Organisation for Economic Co-operation and Development (OECD) has highlighted beneficial-ownership transparency as an important part of international tax cooperation.

The practical consequence is that ownership should be designed before incorporation rather than adjusted after the company begins operating.

Governance Follows Ownership

Once ownership has been determined, the next question is how control will be exercised. Directors are not simply names placed on an incorporation form. They have statutory and fiduciary responsibilities under the applicable corporate law and may be responsible for approving significant transactions, maintaining corporate records and supervising the company's affairs.

This becomes particularly relevant where the shareholders live in one country and directors or executives operate in another.

Board authority, delegated powers and procedures for approving major transactions should be clear. The company should also maintain appropriate records showing how important decisions are made.

For international businesses, the location of management can have consequences beyond corporate governance. Depending on the relevant domestic rules and tax treaties, questions about where effective management takes place can affect tax residence and the treatment of income.

The solution is not to create artificial arrangements around the location of directors or meetings. The governance structure should correspond with the way the company is actually managed.

Banking Can Reveal Weaknesses

A newly incorporated company still needs to function in the real world, and the banking relationship is often where the first practical examination of its structure takes place.

Banks may request information about shareholders, beneficial owners, directors, the nature of the business, expected transactions and the source of funds. An international group may also have to explain why it has companies in several jurisdictions and why payments will move between them. That can be straightforward where the structure has a clear commercial rationale.

It can be more difficult where a company has been created without a clear explanation of its role. A holding company receiving large payments, for example, may need to demonstrate its relationship with the operating businesses generating those funds.

Banking is therefore not merely an administrative consequence of incorporation. It can test whether the corporate structure makes sense from a commercial and compliance perspective.

Tax Follows The Business Model

Tax planning is often reduced to a comparison of corporate tax rates. International structures rarely work that simply.

Tax exposure can depend on where a company is resident, where its income arises, where employees perform their functions, where contracts are negotiated and where management decisions are taken. The tax rules of shareholders and parent companies may also remain relevant even when a subsidiary has been incorporated overseas.

Tax treaties can affect the position, but treaty access is not automatic. International measures aimed at preventing treaty abuse have increased scrutiny of arrangements designed primarily to obtain treaty benefits without a corresponding commercial or economic rationale.

The OECD's international tax framework also places considerable emphasis on the relationship between profits and the functions, assets and risks associated with the businesses earning those profits.

For an international company, taxation should therefore be examined as part of the proposed structure rather than after the jurisdiction has already been selected.

Intellectual Property

Intellectual property is another area in which incorporation and structuring can diverge sharply. A technology company, media business, consumer brand or professional services group may own assets that are more valuable than its physical property. Software, trademarks, patents, designs, databases, proprietary processes and other intangible assets can determine where much of the commercial value lies.

The question of who owns those assets should be addressed early. A company may develop intellectual property through employees in one country, own it through an entity in another and license it to operating subsidiaries elsewhere. Each part of that arrangement can raise separate questions concerning ownership, employment agreements, licensing, taxation and transfer pricing.

The legal chain should be clear: the entity claiming ownership should have an appropriate legal basis for doing so, and agreements should properly deal with development, assignment, licensing and permitted use.

Leaving IP ownership until after the group has expanded can create expensive restructuring problems, particularly where several companies have already contributed to the development or commercial exploitation of an asset.

Financing Shapes The Structure

How the company is funded can also influence its legal and tax position. A business may rely on founder capital, external investors, bank debt or loans from related companies. These forms of financing are not interchangeable.

Equity gives investors an ownership interest, while a loan creates a creditor relationship with repayment obligations. A shareholder loan may involve interest, maturity dates, security and repayment priorities that need to be documented carefully.

In a multinational group, financing between related companies may also attract transfer-pricing requirements. The terms of the transaction may need to be considered against what independent parties would have agreed in comparable circumstances.

The choice of financing can also affect future control. Bringing in equity investors may dilute existing shareholders, while excessive debt can create repayment pressure or restrictions under lending agreements.

A financing plan should therefore be considered alongside ownership and governance, rather than added after the corporate structure has been established.

Substance And Commercial Reality

The concept of substance has become increasingly important in international tax and regulatory discussions, although its precise requirements vary between jurisdictions and types of entities.

A holding company will not necessarily need the same personnel and premises as a manufacturing operation. An investment vehicle will have a different function from a regional headquarters.

The relevant issue is whether the company's activities and resources are consistent with the role assigned to it. This is particularly important where an entity is expected to receive significant income, hold valuable assets or perform important management functions. The OECD's base erosion and profit shifting work has sought to address arrangements in which taxable profits become disconnected from the economic activities that generate them.

For businesses, the broader lesson is that an entity should have a genuine and defensible purpose within the group. A structure that exists only on paper can create difficulties with tax authorities, banks and other counterparties.

Succession Is Not Only A Family Issue

Succession planning is sometimes considered relevant only to family-owned companies. In international structures, it can become important for any business where ownership or control is expected to change.

A founder may eventually transfer shares to children or other beneficiaries. An investor may sell its interest. A private company may bring in new shareholders or reorganise its ownership before a larger transaction. The legal structure can determine how easily those changes occur.

Share-transfer restrictions, voting arrangements, pre-emption rights and provisions governing the death or incapacity of a shareholder may all need consideration. Where assets are held through several jurisdictions, succession can also intersect with different inheritance, corporate and property laws.

A structure that works for its founders at the time of incorporation may therefore need to accommodate people who have not yet become shareholders or managers.

Planning for that possibility does not require predicting the future. It requires leaving the business with workable legal options.

Exit Starts At The Beginning

The final test of a structure may come when the owners want to change it. An exit can take many forms. The company may be sold through a share transaction, its assets may be transferred, two entities may be merged, an investor may acquire a controlling interest or the group may reorganise before a larger transaction.

The consequences can differ considerably depending on how the business was originally structured.

Ownership of intellectual property, shareholder rights, financing arrangements, contractual change-of-control provisions and regulatory approvals may all affect an eventual transaction. Tax consequences can also vary depending on whether shares or assets are transferred and where the relevant entities and owners are resident.

The possibility of an exit does not mean that every company needs to be designed for an immediate sale. It means that founders should understand which decisions made at incorporation could restrict their choices later.

Choosing The Jurisdiction Comes Later

This is ultimately why jurisdiction should be considered as part of a wider structural exercise. Singapore, Hong Kong, Mauritius, Caribbean jurisdictions and other international business centres have developed different legal and regulatory frameworks for companies, investors and cross-border transactions. Their rules concerning ownership, governance, taxation, reporting, substance and regulated activities can differ substantially.

A jurisdiction that works well for a holding company may not necessarily be the right choice for an operating business. The requirements of an investment vehicle may be different again.

The sensible starting point is therefore the business itself: its owners, activities, assets, financing, markets and long-term objectives. Jurisdictions can then be assessed against those requirements.

That approach also avoids a common mistake in international company formation — choosing the jurisdiction first and attempting to make the business structure fit afterwards.

From Registration To Architecture

The certificate of incorporation establishes the company. It does not establish the entire international business.

That structure emerges from a series of connected decisions: ownership determines control; governance determines how that control is exercised; banking connects the entity to the financial system; taxation follows the company's activities and relationships; intellectual property determines where important intangible assets sit; financing affects ownership, risk and cash flows; succession determines how control can pass; and exit planning tests whether the structure remains flexible when circumstances change. These are not separate boxes to be ticked after incorporation. They interact with one another.

A change in ownership can alter governance. A change in financing can affect control. Moving intellectual property can have tax consequences. A new operating country can affect management, licensing and substance. A proposed sale can expose restrictions written into agreements years earlier.

That is why international company formation is better understood as a structural exercise than a registration exercise.

The central question is not simply where can the company be incorporated? It is what legal structure does the business require, and which jurisdiction can support that structure within the rules that apply to it?

For an international business, incorporation may create the company. The structure determines what that company is capable of becoming.