Banking &
Finance.
Lender and borrower-side financing across corporate, structured, acquisition and real-estate finance — syndicated facilities, security packages and intercreditor arrangements across the UAE, DIFC, ADGM and the common-law world. Senior counsel for institutions, sponsors and principals.
What is banking & finance law in the UAE?
Banking and finance law covers the documentation, security, and regulatory framework around lending, borrowing and structured capital across the UAE and the international market. Most UAE syndicated and bilateral lending follows LMA precedent, adapted for UAE-specific security registration, governing-law selection (DIFC, ADGM, English or onshore UAE) and Sharia overlays where required. Whether you are the lender protecting recovery position, the sponsor structuring acquisition finance, or the developer arranging construction debt — the documentation determines what happens when the deal proceeds well, and more importantly, when it does not.
& Borrower
finance transaction
Law
and Singapore
standards as baseline
finance engagement
Documentation built for
the day the recovery clause matters.
Banking and finance documentation is where capital meets risk and where the loss positions of every counter-party are negotiated in advance. Whether you are a lender protecting the recovery position on a multi-jurisdictional syndicated facility, a sponsor structuring acquisition finance for a transaction, a real-estate developer arranging construction and term debt, or a treasurer optimising cross-border capital flows — the quality of the documentation determines what happens when the deal goes well and, more importantly, what happens when it does not.
Neo Legal acts on both sides of finance transactions across the UAE and the common-law world. Our specialist banking and finance counsel — including David Kreltszheim, who brings senior Australian and international banking-law expertise to Neo Legal — combine LMA-standard precision with the commercial judgement that comes from operating across hundreds of facilities ranging from straightforward bilateral loans to complex multi-currency syndicated structures.
We act for both lenders (banks, alternative lenders, sponsors providing financing) and borrowers (corporates, sponsors, PE-backed groups, real-estate developers). This dual-track capability lets us draft and negotiate documents that are commercially deliverable on both sides — rather than position-locked from one side of the market.
Modern finance is rarely single-jurisdiction. We coordinate UAE-side documentation with English, Australian and Singapore-law facility agreements, manage multi-jurisdictional security packages, and work with onshore counsel across Asia, Europe and the Middle East on the local-law components.
Finance counsel across
every facility and capital structure.
Bilateral and club facilities for corporate borrowers — term loans, revolving credit facilities, working-capital lines and committed cashflow facilities. We document, negotiate and close lending across the UAE banking market (Emirates NBD, ADCB, FAB, Mashreq, ENBD, RAKBank) and international lenders (HSBC, Standard Chartered, Citi, BNP, JPM).
Ideal for: Corporate borrowers seeking term debt or revolving facilities; lenders documenting bilateral or club facilities; treasury teams refinancing existing capital structures; PE-sponsored portfolio companies arranging working-capital facilities.
What This Covers
- LMA-standard facility agreements (term loan, revolving, multi-currency)
- Commitment letters, term sheets and mandate letters
- Financial covenants, information undertakings and reporting frameworks
- Conditions precedent management and closing checklists
- Security packages — share charges, account pledges, IP charges, real-estate mortgages
- Guarantee documentation (upstream, downstream, cross-stream)
- Intercreditor arrangements where multiple lenders are involved
- Hedging documentation — ISDA, schedules, CSA
- Sharia-compliant facility documentation where required
- Amendment, waiver and refinancing documentation
Bespoke finance structures designed around specific asset classes, cash flows or risk allocations — receivables financing, trade finance, supply-chain finance, securitisation and structured product origination. These transactions reward technical precision and an operator's understanding of how the underlying business actually runs.
Ideal for: Corporates monetising receivables or supply-chain finance; lenders structuring asset-backed lending; sponsors creating securitisation vehicles; treasuries managing working-capital efficiency through structured solutions.
What This Covers
- Receivables purchase agreements and factoring structures
- Trade finance and supply-chain finance documentation
- Letter of credit, performance bond and standby LC framework agreements
- Securitisation SPV establishment (Cayman, ADGM, DIFC)
- Asset-backed securities and notes issuance documentation
- True sale and bankruptcy-remoteness analysis
- Servicer, trustee and rating-agency coordination
- Subordinated and mezzanine financing layers
- Cross-border tax-efficient structured-finance design
- Restructuring of distressed structured products
Senior, mezzanine and unitranche financing for acquisitions, recapitalisations and refinancings — coordinated alongside the M&A documentation so that the financing terms and the SPA mechanics actually align. Mis-coordination between SPA and facility terms is one of the most common sources of completion failure on leveraged transactions.
Ideal for: PE sponsors financing platform or bolt-on acquisitions; corporate acquirers using debt to finance strategic deals; founders recapitalising businesses; sponsors refinancing existing leverage stacks; mezzanine and unitranche lenders documenting facilities.
What This Covers
- Senior facility agreements aligned to LMA Leveraged precedents
- Mezzanine facility and second-lien documentation
- Unitranche and stretched-senior structures
- Holdco PIK facilities and PIK toggle documentation
- Equity bridge and committed equity arrangements
- Intercreditor agreements between senior, mezzanine and equity
- Certain funds requirements and conditions-precedent compression
- SPA conditionality coordination — debt commitment to deal commitment
- Post-completion incremental facility and accordion mechanics
- Springing and net-leverage covenant negotiation
Real-estate finance across UAE, GCC and international portfolios — acquisition, construction, development and investment-grade term lending. We coordinate the UAE-specific elements (DLD, mortgages, leasehold structures) with international financing standards.
Ideal for: Real-estate developers arranging construction and development debt; investors financing income-producing assets; family offices structuring real-estate portfolio leverage; lenders documenting CRE and real-estate-secured facilities.
What This Covers
- Real-estate acquisition finance documentation
- Construction and development finance — draw mechanics, cost-overrun protections
- Investment-grade term debt against income-producing assets
- UAE Dubai Land Department (DLD) mortgage and registration coordination
- Leasehold and Musataha structuring for finance purposes
- Hotel, retail, office and industrial-asset specific covenant frameworks
- Real-estate-backed mezzanine and preferred-equity structures
- REIT and real-estate fund financing
- Project finance documentation (where applicable, including off-take)
- Refinancing, restructuring and workout of distressed real-estate debt
Structure the
finance properly.
Neo Legal provides senior-counsel-led banking and finance advisory across lender, borrower, sponsor and treasury mandates. admin@neolegal.ae · +971585786357
Engage Neo LegalMeet the TeamFrequently asked questions about UAE banking & finance law.
The questions below are answered by Neo Legal practitioners. For tailored advice on your specific matter, please contact us directly.
Does the UAE follow LMA standards for syndicated lending?
Largely yes. The Loan Market Association (LMA) precedent documents have become the de facto standard for syndicated and bilateral lending across the UAE, GCC and broader EMEA market — used by all major UAE banks (Emirates NBD, ADCB, FAB, Mashreq, ENBD, RAKBank), international lenders operating in the region (HSBC, Standard Chartered, Citi, BNP), and DIFC and ADGM-platformed lenders. LMA terms get adapted for UAE-specific considerations — onshore-vs-DIFC governing law, UAE security registration mechanics, Sharia overlays where required — but the underlying documentation framework is internationally familiar. We draft and negotiate to LMA standards as the baseline.
What governing law should our UAE facility documents be governed by?
It depends on the parties, the assets and the enforcement strategy. The main options are: (a) DIFC law (common law, with DIFC Courts as forum) — popular for sophisticated facilities and offshore-friendly enforcement; (b) ADGM law (common law, ADGM Courts) — similar advantages, with growing market depth; (c) English law (with English or DIFC arbitration) — long-established choice for international syndicated finance; (d) UAE onshore law — required for certain UAE security registrations and for facilities to onshore-only borrowers. We design the governing-law architecture facility-by-facility, with particular attention to where enforcement against assets will need to happen if recovery becomes necessary.
Can a UAE security package be registered against UAE-located assets?
Yes. The UAE has a robust security-registration regime under the Federal Movables Mortgage Law and the Federal Decree-Law on Pledges, with security registrable through the Emirates Securities Movables Registry. Onshore UAE security covers movable assets (account pledges, receivables, equipment, stock); separate regimes apply for real-estate mortgages (DLD), aircraft (GCAA), vessels and IP. DIFC and ADGM have their own common-law security regimes that operate alongside the onshore framework. We map the full security package across the relevant registries at the structuring stage so there are no gaps at enforcement.
What is an intercreditor agreement and when is one needed?
An intercreditor agreement (ICA) governs the relationship between multiple creditors of the same borrower — typically senior lenders, mezzanine or junior lenders, hedge counter-parties, and shareholder-loan providers. It sets out priority of payments (the waterfall), enforcement rights and standstill periods, voting and consent mechanics, and the rights of each creditor class in distress. An ICA is essential whenever a borrower has multiple ranks of debt or where the priority position needs to be locked down in advance. Almost every acquisition-finance, mezzanine-financed, or real-estate financed transaction with more than one creditor class needs one. We draft and negotiate ICAs on both sides of the table.
Does Neo Legal advise on Sharia-compliant (Islamic) finance?
Yes. We document Sharia-compliant facilities (Murabaha, Ijara, Wakala, Musharaka, Mudaraba, Sukuk) where the counter-party requires Islamic structuring. We coordinate with the AAOIFI and Sharia supervisory boards as needed, and design hybrid conventional / Sharia structures where part of a facility stack is conventional and part is Sharia-compliant. The underlying commercial outcomes can be matched to conventional financing in most cases, but the documentation and structuring discipline is materially different — we approach Sharia documentation with the same precision as LMA conventional documentation.
Can you act for both the lender and the borrower on the same transaction?
No — there is a clear professional rule against acting for both sides of the same facility, and we observe it strictly. On any given transaction we represent one principal — the lender, the borrower, the sponsor, or one specific creditor class. The benefit of our practice is that, over time, we have acted across all those positions on dozens of transactions, which means our advice is informed by genuine understanding of how the other side actually negotiates, what the market position is on contested points, and where the real flexibility exists versus where the position is hard. Principals on both sides of a deal benefit from the same depth of cross-market exposure.