Why legal strategy is the new investment strategy

In an era of geopolitical uncertainty, cross-border capital controls, and regulatory fragmentation, the legal framework underpinning an investment is just as critical as the business idea itself. In fact, it is often the business model.

Over the past five years, I have witnessed a surge of interest in the Middle East from international entrepreneurs, venture capitalists, family offices, and public companies – all looking for a new safe haven, gateway, or growth market. According to a recent report by PwC, more than 70% of CEOs in the MENA region are prioritising regional expansion and global diversification.

However, most of these opportunities are lost: not because the business was bad, but because the legal strategy wasn’t aligned with market realities. As a lawyer and M&A advisor, I’ve learned that legal strategy is often one of the deciding factors between success and failure in cross-border and high-risk investments. In this article, I share five key legal insights from hands-on advisory experience across the UAE, Saudi Arabia, Qatar, Oman, and other global markets. 

Choose the right legal infrastructure  it’s not just about incorporation

Too often, businesses default to a trendy free zone or a familiar offshore jurisdiction simply because a friend, competitor, or advisor did the same. I’ve seen countless cases where a structure was replicated without truly understanding its regulatory, tax, or reputational consequences. What works for a tech startup may not suit a retail business; what benefits one founder may backfire for another. Copying someone else’s jurisdictional playbook can create blind spots in compliance, limit operational flexibility, or even expose the business to unnecessary scrutiny. In a world where regulations evolve faster than trends, choosing a jurisdiction should be a strategic, tailored decision – not a matter of convenience or imitation. Legal infrastructure should reflect your operational model, investor expectations, and future exit strategy.

As an example, a fast-growing Eastern European fashion retail brand entered the UAE through a Dubai-based mainland company. After only 18 months, it had to restructure due to restrictive repatriation terms and challenges with VAT registration. By contrast, a similar brand entered via a dual-entity model (holding in ADGM, operations in mainland Dubai), securing better banking access and future investment flexibility.

Don’t build your castle on sand. Your legal setup determines your growth ceiling.

SPVs are powerful tools, if used intelligently

Special Purpose Vehicles (SPVs) in ADGM, DIFC, or even Bahrain and Oman offer significant advantages — from tax efficiency to legal isolation. But they require careful structuring to avoid red flags from banks or tax authorities.

Working at Oxygen Empire, I advised an energy tech scale-up that used an ADGM SPV to raise $40M from GCC family offices. The SPV was paired with a UK TopCo for IP holding and a Saudi operational entity. This structure allowed for clean share issuance, IP monetization, and regulatory clearance from all sides.

Therefore, pair your SPV strategy with proper substance and a coherent story for regulators.

Legal sanctions literacy is a strategic advantage

Sanctions regimes are no longer a niche topic for compliance departments. They define market access. Today’s investor or operator must understand how EU, US, and local rules interact – especially if your counterparties are based in “grey” or “high-risk” jurisdictions. One of the most underestimated risks comes from secondary sanctions: measures imposed not on the sanctioned entity directly, but on those who continue to do business with them. You may not be on any official blacklist, but if your partner is, and you fail to screen that relationship properly, your business could face asset freezes, loss of banking access, or reputational fallout. This is particularly relevant in cross-border JVs, asset swaps, and financing arrangements where counterparties stretch across multiple jurisdictions. In today’s world, sanctions due diligence isn’t just about checking boxes — it’s about preserving long-term access to capital markets, global banking, and trusted counterparties.

A multinational agro-business operating in Eastern Europe, including Russia, wanted to access UAE capital markets. Together with Oxygen Empire, I conducted a full legal sanitization: replacing sanctioned counterparties, re-domiciling key entities, and redrafting ownership disclosures to comply with the UAE Central Bank guidance.

Family businesses need corporate-grade legal structuring

Many family groups expanding into MENA rely on outdated legal formats or one-size-fits-all models copied from peers. This can lead to internal disputes, tax inefficiencies, or succession chaos.

I worked with a Swiss-Lebanese family office entering the real estate market in Ras Al Khaimah. By setting up a private foundation in the UAE, alongside a Cyprus-based real estate holding company, Oxygen Empire ensured long-term asset protection and generational planning.

You don’t need to become a multinational, but you do need multinational-level legal governance.

Exit strategy is the hidden foundation of entry planning

An overlooked truth in emerging markets: exits are rare, messy, or delayed. That’s why legal frameworks must preempt liquidity scenarios — from buyouts and listings to dissolutions.

When advising a renewable energy startup in Oman with a GCC expansion roadmap, from day one, the structure included convertible instruments, board control provisions, and a Dubai court jurisdiction clause — all designed for a 3-5 year exit.

Frameworks like these don’t just prevent disputes, they make the company more investable.

From legal hygiene to strategic power

Legal advice in global and MENA markets is no longer about staying out of trouble – it’s about building platforms for scalable, resilient growth. From retail and fintech to energy and media, businesses that invest in legal architecture early will not only protect themselves, they will outperform.  Investors and founders who treat their lawyers as strategic partners will be the ones best positioned to weather uncertainty, negotiate across borders, and scale with confidence. The best time to hire a strategic lawyer was yesterday. The second-best time is before your next deal.