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How Purpose-Led Structures Are Reshaping Wealth Structuring in the UAE? 

Reshaping Wealth Structuring in the UAE

Creating wealth is a milestone. Preserving it across generations and jurisdictions is the true legacy challenge. 

For many families exploring wealth structuring in the UAE, setting up a trust or foundation is seen as the natural next step. These structures promise protection, continuity, and control. But too often, they’re treated as standalone solutions, quick fixes to complex questions. In reality, a trust or foundation is only as effective as the intent and clarity behind it. 

True wealth protection is about defining your purpose, distancing ownership without losing influence, and choosing structures that can adapt as your family evolves. Wealth structuring in the UAE, especially through DIFC and ADGM, offers the tools, but it’s the alignment between structure and strategy that determines success. Trusts offer flexibility and discretion; foundations provide formal governance and permanence. Each has its place, but neither works in isolation from vision. 

What you’re ultimately protecting isn’t just capital. 
It’s what the capital stands for. 
And that’s where purpose must lead and structure must follow. 

Intent First. Structure Second 

The strongest wealth structures start with purpose. Before deciding between a trust, foundation, or holding company, families must first get clear on what they actually want to achieve.  

  • Is the goal to preserve wealth untouched for generations, or to enable access and entrepreneurship among heirs?  
  • Is discretion paramount, or does transparency help build alignment and accountability? 
  •  Do you see yourself gradually stepping away, or staying involved behind the scenes?  

These answers shape not just the choice of structure, but how it’s governed, who’s involved, and how it evolves. Without that clarity of intent, even the most sophisticated structure can fail to serve its purpose. With it, structure becomes not a template, but a tailored solution. 

Why Ownership Isn’t Always an Advantage!  

Ownership, while intuitive, often undermines asset protection when it’s too closely tied to the founder. Courts and creditors look at who actually controls and benefits from the asset. If you continue to make decisions, direct distributions, or override structure governance, even informally, the asset may still be considered yours in substance, exposing it to claims or challenges.  

In the context of wealth structuring in the UAE, particularly within ADGM and DIFC trusts and foundations offer clear mechanisms to create distance without losing intent. In a trust, the legal ownership of assets is transferred to a trustee, allowing the settlor to step back from day-to-day control while retaining influence through mechanisms like protectors, reserved powers, or letters of wishes. Similarly, a foundation, with its own legal personality, holds assets in its own name and is governed by a council, separating personal ownership from administration, yet allowing the founder to define purpose, appoint council members, and establish succession protocols.  

True protection requires a clear separation between ownership and control, using roles like protectors, councils, or letters of wishes to maintain influence without legal liability. In essence, effective structuring is about stepping back just enough to shield, not sever. 

Wealth structuring in the UAE: How Much Control Do You Really Need? 

This is the question that separates smart structuring from superficial fixes. 

Some families need day-to-day involvement. Others prefer to step back, ensuring the framework operates without intervention. There’s no single right answer, only one that aligns with personal goals, family dynamics, and long-term vision. 

In a trust, ownership of assets is legally transferred to a trustee, creating a clear divide between the settlor and the assets. This separation reduces personal exposure while still allowing the settlor to retain influence, through roles like protectors, reserved powers, or non-binding letters of wishes. A foundation, on the other hand, goes a step further by having its own legal personality. It holds assets in its own name and is managed by a council, not an individual, which distances the founder from control while enabling them to define the foundation’s purpose, shape governance rules, appoint key decision-makers, and set out succession plans. 

Questions worth asking: 

  • Is my role in this structure operational or strategic? 
  • Am I building this for legacy, tax neutrality, asset protection or all three? 
  • Who needs to be involved, and at what stage? 

The Advantage of Wealth Structuring in the UAE: ADGM and DIFC as Global Structuring Hubs 

What sets ADGM and DIFC apart is not just their regulatory strength, but how thoughtfully they’ve developed legal vehicles like trusts and foundations to meet the evolving needs of global families for wealth structuring in the UAE. Both jurisdictions offer dedicated, modern frameworks for common law trusts, allowing settlors to separate ownership and control while preserving intent through roles like protectors and letters of wishes. At the same time, foundations, which are increasingly preferred by families seeking continuity, legal personality, and formal governance, are fully supported under both regimes. These structures come with clear rules around asset protection, succession, and purpose-driven governance, making them highly adaptable for multi-generational planning.  

How MS Can Help You Set Up a DIFC Foundation for Wealth Structuring in the UAE 

At MS, we offer comprehensive, end-to-end support for establishing DIFC foundations tailored to your specific legacy, asset protection, and succession goals. We assist in integrating the foundation into your wider strategy of wealth structuring in the UAE, ensuring alignment with cross-border considerations, tax efficiency, and long-term control. Whether you’re building a family legacy, safeguarding assets, or planning multi-generational governance, MS ensures that your DIFC foundation is more than compliant; it’s meaningful, secure, and built to last. 

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UAE Corporate Tax Penalty Waiver Explained: Who Qualifies and What You Must Do by July 31 

If your company’s first corporate tax period ended on 31 December 2024 and you missed the registration deadline, there’s still time to avoid penalties, but you must act fast. 

Under the UAE Corporate Tax Penalty Waiver initiative, the Federal Tax Authority (FTA) has confirmed that eligible businesses can still qualify for a full waiver of administrative penalties, only if they file their corporate tax return or annual statement within 7 months from the end of their first tax period. This 7-month window from the end of your first tax period is critical. Filing after this deadline means the penalties will apply, even if you’ve since registered. 

Understanding the UAE Corporate Tax Penalty Waiver Initiative 

The UAE corporate tax penalty waiver initiative aimed at assisting businesses that either missed the corporate tax registration deadline or were previously fined for late compliance. This initiative offers a structured opportunity for businesses to resolve their tax obligations without facing additional financial penalties, reflecting the FTA’s efforts to promote voluntary compliance during the initial phase of the new tax regime. 

For many businesses, this presents a much-needed chance to reduce financial pressure and transition into the UAE’s tax system with greater ease and clarity. 

Who Can Take Advantage of the UAE Corporate Tax Penalty Waiver? 

The waiver is designed to accommodate various non-compliance scenarios. You may be eligible if: 

  • You were fined for late registration but haven’t yet paid the penalty 
  • You haven’t registered for corporate tax at all 
  • You already paid the fine but now meet the criteria for a refund 

This inclusive approach of UAE corporate tax penalty waiver ensures that both late filers and those seeking to rectify their compliance status still have a clear path forward, provided they act promptly. 

The Core Condition: The 7-Month Filing Rule 

To benefit from this UAE corporate tax penalty waiver, either through avoiding a pending penalty or reclaiming one already paid, you must adhere to a 7-month compliance window: 

  • Taxable persons must submit their Corporate Tax Return within 7 months from the end of their first tax period 
  • Exempt persons must file their Annual Declaration within the same timeframe 

Meeting this condition is essential for accessing relief under the FTA’s initiative. 

Why the UAE Corporate Tax Penalty Waiver Initiative Matters:

Beyond penalty relief, this initiative serves a broader purpose:

  • Encourages early and voluntary compliance in the first year of the new regime 
  • Reduces the initial compliance burden for businesses still adapting 
  • Supports smoother integration into the corporate tax framework 
  • Boosts confidence in the UAE’s business environment by making the transition supportive and fair 

Don’t Miss This Second Chance! 

This is a one-time opportunity for businesses to correct their course without facing penalties. If your first tax period ended in December 2024 and you haven’t registered yet, the clock is ticking. 

File by 31 July 2025. Avoid penalties. Protect your compliance standing. 

Missed the Deadline? MS Helps You Qualify, Comply, and Claim Relief 

At MS, we offer end-to-end support to help businesses take full advantage of the UAE Corporate Tax penalty waiver. Whether you’ve missed the registration deadline, already paid a penalty, or are unsure about your eligibility, our team assesses your specific situation and guides you through the necessary steps. We ensure your Corporate Tax Return or Annual Declaration is filed accurately within the required 7-month window, enabling you to qualify for the waiver or initiate a refund. For those still unregistered, we handle late registration and bring your compliance status up to date.  

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Why Cross Functional Leadership is Your Best Defense Against Organizational Silos? 

Every organization starts with a shared mission but somewhere along the way, things shift. 

Teams grow, priorities diverge, and communication starts to fade. What was once a unified effort becomes a disrupted structure of roles, goals, and guarded information. 

Collaboration turns clunky. Decisions slow down. Clients notice. 

What’s behind it all? One quiet, familiar culprit: the silo and leadership hold the key to fixing it.  

Let’s explore how internal disconnects take root, why they’re so hard to spot, and what smart, cross functional leadership can do to restore clarity, speed, and cohesion across the business. 

How Silos Happen? 

Silos form gradually when loyalty to a team outweighs loyalty to the organization. When functions develop their own culture. When leaders incentivize internal wins over cross-functional success. When hierarchy gets in the way of ideas flowing freely. 

Common types of silos: 

  • Functional Silos: Business development pursues leads without aligning with delivery. Delivery executes without insights from Marketing or Client Success. 
  • Hierarchical Silos: Leadership defines service strategy without real input from teams on the ground leading to gaps between intent and execution. 
  • Geographical Silos: Regional offices operate independently, leading to inconsistent client experience, pricing, or messaging across markets. 
  • Channel-Based Silos: Advisory, compliance, and support teams work in isolation causing clients to receive disjointed or repetitive communication. 

How do Silos Damage Organizations and the Role of Cross Functional Leadership? 

At first, they seem harmless. “We just handle things differently.” But over time, silos: 

  • Distorting client experience – Each team sees only part of the client journey, leading to mixed messages. 
  • Drain resources – Teams solve the same problem twice or ignore it altogether. 
  • Create slow decision-making – Data doesn’t move. Ideas don’t get shared. Everything takes longer. 
  • Lower morale – Employees feel disconnected, unheard, and undervalued. 
  • Block innovation – New ideas often need multiple teams working together. Silos make that nearly impossible. 

Why Silos Are a Cross Functional Leadership Problem (and Opportunity)? 

Silos form when leaders aren’t looking. They are often a reflection of: 

  • A lack of unified vision, 
  • Misaligned incentives (departmental wins over business goals), 
  • Absence of structured collaboration. 

That makes this a leadership issue but also a cross functional leadership opportunity. 

Because if silos reflect weak leadership, their dismantling reflects strong leadership. 

Cross Functional Leadership: What Great Leaders Do to Break Silos? 

1. Model Cross-Functional Thinking 

If you want collaboration, you must live it. Sit with teams across departments. Ask real questions. Celebrate shared wins. If the leadership team doesn’t collaborate, why would the rest of the organization? 

2. Create and Reinforce a Shared Vision 

Without a common purpose, departments default to focusing on their own metrics. A clear, inspiring, shared vision and cross functional leadership unites teams. Leaders must reinforce this vision in every strategy session, town hall, and KPI review. 

3. Design for Collaboration 

Intent is good. Structure is better. Break silos by designing cross-functional project teams, setting shared goals across functions, and making collaboration part of performance evaluations. Make teamwork how work gets done, not an optional extra. 

4. Eliminate Hierarchical Barriers 

Senior leaders must actively bridge the gap between levels. Office structures, communication lines, and workflows must allow junior employees to challenge, suggest, and collaborate openly. Make “speaking up” safe. 

5. Reward the Right Behavior 

Turf protection and internal competition often result from leaders who reward it, intentionally or not. Flip the system. Reward the team that improves the business, not just the function that hits its numbers. 

6. Build a Culture of Psychological Safety 

When people fear judgment or retaliation, they stay silent. And silence is the breeding ground of silos. Leaders must create a space where teams can disagree, propose unconventional ideas, and speak across boundaries without fear. 

What Happens If You Do Nothing? 

Ignore silos, and the costs and need for cross functional leadership pile up: 

  • Strategies that don’t stick 
  • Wasted budgets on overlapping efforts 
  • Slow reaction to change or crises 
  • Client dissatisfaction 
  • Disengaged employees 
  • Fragmented data and decision-making 

Worse? By the time you realize how deep the problem is, competitors who’ve broken down their walls are already ahead. 

What’s the Alternative? An Outside-In Culture 

Siloed organizations think “inside-out”- focusing on internal priorities, politics, and power. But today’s winners think “outside-in.” 

They’re client-centric, transparent, and agile. They share information freely. They collaborate across time zones, functions, and roles. They see problems not as “ours” or “theirs”, but as “the business’s.” 

And their leaders design that culture intentionally. 

Break Silos with the Right Leadership: How MS Executive Search Makes It Happen 

At MS Executive Search, we help organizations break down silos by placing collaborative, cross functional leadership focused teams who align around shared goals. Whether you’re hiring in DIFC, ADGM, or across the GCC, our focus is on identifying executives who drive enterprise-wide impact, not just departmental success. Hiring the right leadership can be the catalyst your organization needs to foster integration, innovation, and strategic clarity. 

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Safe Bet or Smart Bet? Rethinking Market Entry Strategies for the Next Decade 

For companies seeking growth, market entry strategies often begin with a familiar instinct: follow the demand. It’s logical. It’s visible. And it seems secure. Hyundai didn’t enter China until its auto sector was growing 20% annually. Amazon moved into India only after the e-commerce boom was in full swing. Uber launched in Indonesia after Gojek and Grab had already proven the model’s viability. 

But this well-worn path has a downside. By the time you arrive, so has everyone else. 

What if the smarter strategy isn’t just about following demand, but shaping it? 

As global competition intensifies and digital disruption accelerates, some of the world’s most successful market entry strategies are happening where there is little or no current demand yet significant potential. So how do you know when to take the safer path versus when to bet on the long game? 

Let’s unpack both. 

The Safe Bet: Follow the Demand 

This market entry strategy focuses on established markets with clear, growing demand. You enter when the conditions are proven, when customer behavior is understood, infrastructure is in place, and others have already validated the opportunity. 

It’s a rational choice: faster returns, reduced risk, and fewer unknowns. It also fits well with investor expectations for predictable growth. 

But there’s a catch: When you enter a mature market, you’re stepping into a crowd. Margins shrink, differentiation becomes harder, and the battle is often won by whoever can spend more or scale faster. You may grow but with limited strategic leverage. 

The Smart Bet: Shape Demand Before It Peaks 

The alternative is bolder. Entering a market before demand is obvious. This path is less about chasing growth and more about believing in it. 

Italian luxury brand Zegna entered China in the 1990s, when the idea of paying three times the average salary for a suit seemed absurd. Yet, it opened small stores, invested patiently in talent, and built loyalty before the boom. When the luxury market exploded, Zegna was already a trusted name. 

These market entry strategies don’t always yield immediate wins. But it offers something rare: defensibility.  

You build a brand before your rivals arrive. You educate the market on your terms. And if the bet pays off, you’re years ahead of your competition. 

Three Market Entry Strategies for Smart Bet Execution 

Start Small and Stay Curious 

Entering a new market doesn’t have to mean going all in from day one. A small-scale entry allows businesses to test assumptions, observe how demand unfolds, and understand local nuances before making larger commitments. This approach minimizes risk while enabling valuable learning. Early feedback from customers, partners, and regulators can help refine your offering and validate the market opportunity or flag areas that need a pivot before significant capital is deployed. 

Create the Category 

In some markets, customers may not even be aware that they need what you offer yet. Rather than wait for existing demand to emerge, businesses can lead by educating the market and building new habits. This requires a strong value proposition tailored to local aspirations or pain points, as well as investment in awareness and trust. Over time, being first to define a category can deliver powerful brand equity and long-term loyalty. 

Pivot When Necessary 

Not every strategy will land as planned. When an initial offering doesn’t resonate, the ability to observe, listen, and adjust quickly is critical. Sometimes, it’s about reshaping your model to align with cultural expectations, behaviors, or regulatory realities. A timely pivot not only salvages the investment but often opens the door to a stronger product-market fit. 

Making the Choice: Safe or Smart? 

The decision depends on a few core questions: 

  • What’s your risk appetite? 
    If you need quick wins or operate under tight investor timelines, a demand-led approach might be the right call. 
  • How much have market conditions shifted since the proven playbook, and do you have the current insights to adapt? 
    What worked before may no longer apply. Shifts in regulations, consumer behavior, or competition require updated, local intelligence to shape effective market entry strategies. 
  • Can you afford to be early? 
    Demand creation requires patience, capital, and conviction. It’s a long game that rewards foresight and punishes wishful thinking. 
  • Is your offering flexible? 
    If your product or business model can adapt to local nuances and evolving behaviors, you’re better positioned to lead, not just follow. 

Market Entry Strategies and the Strategic Payoff: Playing the Long Game Right 

There is no one-size-fits-all answer. But one thing is clear: the next decade belongs to those who can balance insight with imagination. Entering only where demand is proven may protect you in the short term, but it rarely produces breakout success. 

Sometimes, the smartest move isn’t the safest one. It’s the one where you see the shift before it happens and act while others are still watching. 

How MS Can Help You Choose the Right Market Entry Strategies ? 

At MS, we help businesses craft and execute market entry strategies that align with both opportunity and ambition. Whether you’re entering a mature market with proven demand or venturing into an emerging territory with untapped potential, our advisory team provides the insight, structure, and local expertise to guide every step. From feasibility studies and competitive analysis to regulatory support and operational setup, we ensure your entry is not just compliant but strategically positioned for long-term growth. 

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The C-Suite Threat: Redefining Leadership and Cybersecurity in a Social Engineering Era 

Forget the hoodie-wearing hacker in a dark basement. Today’s cybercriminals are skilled manipulators, and their favorite strategy isn’t breaking down digital doors, it’s walking right through them, using your name. 

When a single email from the CFO can move millions, and an executive’s calendar can be weaponized in seconds, leadership and cybersecurity becomes more than a role – it becomes risk. 

This article dives into the rising threat of social engineering, why C-level access is the new goldmine for attackers, and how smart, cyber-aware leadership is mission-critical. Because when trust is currency, and perception equals access, executives aren’t just targets… they’re gateways. 

It’s time to lead like your company’s future depends on it, because it does. 

Leadership and Cybersecurity: The Power You Hold Is the Power They Want 

Executives sit atop the organizational pyramid, holding access, authority, and trust, the holy trinity for cyber attackers. They don’t always need to hack your servers. Sometimes, all it takes is a well-crafted email that looks like it came from you. 

Why? Because: 

  • People usually don’t question the boss (Not at all a norm). 
  • They want to impress. 
  • And they assume executives are too busy to double-check. 

Cybercriminals know this. They’ve studied you. You’re not just a name on a directory — you’re the golden ticket. And if you’re not aligning leadership and cybersecurity, you’re leaving your organization vulnerable where it hurts most: at the top. 

Social Engineering: The Heist You Never Saw Coming 

Several years ago, a finance employee at a global firm received an urgent request from their new CEO or so it seemed. A quick $3 million transfer was needed. No time to verify. No questions were asked. The money vanished. 

The attacker never touched the firewall. They hacked human behavior, executive clout, and the illusion of urgency. 

Backups Won’t Save You from Bad Decisions 

Let’s be clear: backups are like airbags – good to have, but no one wants to use them. Resilience starts before the crash. 

Too many organizations think having a disaster recovery plan is the same as being secure. It’s not. A proactive cybersecurity strategy isn’t just firewalls and backups, it’s awareness, access discipline, layered defenses, and above all, culture. 

Where Leadership and Cybersecurity Shape Culture 

Cybersecurity culture doesn’t come from annual training modules or warning emails. It’s shaped when leaders walk the talk. 

If you, as a CEO or CxO, fail a phishing simulation and try to sweep it under the rug? That’s where you fail. 

If you acknowledge it, own the mistake, and go through remediation training, that’s leadership. 

People don’t follow policies. They follow people. 

Leadership and Cybersecurity: Why Is This Bigger Than IT? 

A breach today hits everything: 

  • Financials 
  • Reputation 
  • Legal exposure 
  • Customer trust 

This isn’t just a data problem. It’s a boardroom problem. 

Smart C-suites don’t ask “What’s this security solution going to cost me?” They ask: 
“What’s the cost if we don’t invest in it?” 

Cybersecurity spend is no longer defensive. It’s competitive. It’s foundational. It’s table stakes for modern business survival. 

Find Your Cyber CFO (Chief Firewall Officer) 

You wouldn’t take tax advice from someone who watched a YouTube video. So don’t take cybersecurity advice from a vendor promising “complete coverage” in one dashboard. 

Look for advisors who: 

  • Tell you what you don’t want to hear 
  • Understand your business, not just the tech 
  • Evolve with the threat landscape 
  • Encourage questioning over blind trust 

Cyber snake oil is real. And it’s everywhere. The cure? Skepticism + Expertise + strong alignment between leadership and cybersecurity. 

Resilience Is a Mindset, Not a Metric 

The goal isn’t perfect defense. The goal is fast detection, smart response, and a culture where everyone, from interns to execs, treats security as part of their job. 

You don’t need to become a cybersecurity expert. But you do need to lead like it matters because in the age of digital risk, leadership and cybersecurity go hand in hand. 

How MS Supports Executive-Led Cyber Resilience? 

At MS, we understand that true leadership and cybersecurity begins in the boardroom. We partner with executive teams to build a cyber-aware culture from the top down. From conducting C-suite specific threat simulations and executive access risk assessments to aligning cybersecurity strategy with business priorities, we help leaders take informed, proactive control. With deep expertise across governance, digital risk, and regulatory environments in the UAE and beyond, MS empowers decision-makers to lead confidently  in today’s complex cyber landscape. 

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Business Valuation Trends Redefined: What’s Changed, What Hasn’t, and What You Can Do? 

Business valuation today is shaped by more variables than ever – intangible assets, real-time data, shifting investor sentiment, and sector-specific pressures. As business valuation trends continue to evolve, the tools and expectations have changed, but the core question remains the same: what is your business truly worth, and why? 

Let’s explore how valuation is changing, what fundamentals continue to anchor it, and how businesses can adapt to strengthen their position in an uncertain market. 

Key Business Valuation Trends: What’s Changed? 

1. Intangible Assets Take Center Stage 

Historically, valuation models have leaned heavily on tangible assets and financial performance. Today, intangibles such as brand strength, intellectual property, customer data, software, and proprietary algorithms have become core to assessing enterprise value. For many modern businesses, especially in tech and services, these assets now drive the majority of valuations. 

2. Valuation is More Data-Rich and Real-Time 

Access to alternative data sources, AI-assisted forecasting, and real-time analytics has transformed how valuation is conducted. Tools can now pull from web traffic, customer sentiment, supply chain data, and competitor insights, leading to more dynamic, forward-looking models with deep research and big data insights. 

3. Sector-Specific Trends are Driving Multiples 

Industry context matters more than ever. As business valuation trends become increasingly sector-specific, areas like AI, clean energy, fintech, and cybersecurity are seeing record-breaking multiples, while others face valuation compression. The ability to apply sector-specific benchmarking and trend analysis is now essential for accurate and credible valuations. 

4. Geopolitical and Regulatory Risks Are Embedded 

Valuation today factors more macro risk than ever before – supply chain fragility, regulatory scrutiny, regional instability, and policy shifts. Dealmakers and investors are pricing in volatility, and discounting valuations accordingly when exposure is high. 

5. Sustainability and ESG Metrics Matter 

Increasingly, investors are incorporating ESG factors into valuation frameworks. Companies with strong sustainability credentials, ethical governance, and risk-managed supply chains are seeing valuation premiums particularly in regulated or ESG-conscious markets. 

Key Business Valuation Trends: What Hasn’t Changed? 

1. Cash Flow Still Rules 

No matter how much changes, the Discounted Cash Flow (DCF) method remains foundational. The ability to generate future cash, adjusted for risk and time, is still one of the most reliable ways to assess long-term value. 

2. Comparables Still Count 

Market-based methods using precedent transactions and trading multiples are still widely used. These approaches remain relevant in the context of evolving business valuation trends, providing important guardrails especially when paired with sector insights and expert judgment. 

3. Due Diligence is Still Non-Negotiable 

No valuation holds weight without thorough due diligence. Understanding the financials, validating the assumptions, checking legal, tax, and operational factors, these steps remain as critical in 2025 as they were a decade ago. 

4. Valuation is Still an Art and a Science 

While models and algorithms have improved, valuation still relies on expert interpretation. It’s about understanding context, timing, market cycles, and strategic fit. 

How to Improve Your Valuation in Times of Uncertainty? 

  • Use Debt Strategically 

If you’re using debt, ensure it’s to fuel profitable growth, not just to cover operating costs. Buyers funding deals with debt will closely evaluate whether your growth potential outweighs future repayment risks. Growth-backed leverage supports higher multiples. 

  • Invest in a Strong Second-Tier Management Team 

A reliable leadership team that stays post-sale reassures buyers and reduces concentration risk. If the business relies too heavily on the current owner, it may suffer a valuation discount. 

  • Reassess Your Customer Base 

Buyers prefer resilient, recurring, and high-margin customer relationships. If your customer profile doesn’t reflect this, consider repositioning or restructuring the sales strategy or product/service line to attract more strategic and attractive clients. 

  • Build Around a Desirable Business Model 

Don’t rely on legacy performance. Actively develop a business model that aligns with current market needs and reflects the direction of evolving business valuation trends. Demonstrating scalable, forward-facing growth shows that your business is built to outperform the market average and justifies a stronger valuation. 

  • Leverage Real-Time, Accurate Information 

Use timely data for decision-making, across revenue, costs, operations, and market opportunities. This strengthens your narrative during negotiations and due diligence. It shows buyers you operate with transparency and rigor, qualities that justify a valuation premium. 

How MS Helps Businesses Respond to Changing Business Valuation Trends 

At MS, we help businesses enhance and defend their valuation by aligning financial performance with strategic clarity, market expectations, and operational readiness. Whether you’re preparing for a sale, raising capital, or tackling uncertainty, our valuation experts stay ahead of evolving business valuation trends, combining real-time data, sector insight, and regional expertise to position your business for premium outcomes. 

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How Foundations Can Benefit from the New Regime of Unincorporated Partnerships in the UAE?

The introduction of Ministerial Decision No. 261 of 2024 marks a pivotal moment for family foundations in the UAE. By allowing eligible entities to apply for Unincorporated Partnerships in the UAE, the new framework offers a path to tax transparency, operational simplicity, and greater alignment with long-term legacy goals. However, taking advantage of this opportunity requires a deep understanding of both legal structure and strategic intent.

Foundations must now consider how their setup aligns with Unincorporated Partnership criteria, how pass-through taxation impacts beneficiaries, and what ongoing compliance will entail. From wealth preservation and succession planning to regulatory reporting and control, this shift brings both challenges and powerful potential for those looking to structure their foundations with clarity and purpose.

Understanding Unincorporated Partnerships in the UAE

An Unincorporated Partnership is a contractual arrangement between two or more parties who agree to carry on a business without creating a separate legal entity. Unlike corporations or other registered entities, Unincorporated partnerships are not distinct from legal persons, but they do offer some significant operational and tax advantages.

In the context of family foundations and private structures, the Unincorporated partnership model can be highly attractive:

  • Pass-through tax treatment – Income is taxed at the partner or beneficiary level, not at the entity level.
  • Operational simplicity – Unincorporated partnerships may involve less administrative complexity compared to incorporated entities.
  • Alignment with purpose – The model naturally aligns with goals like wealth preservation, succession planning, and philanthropy.
  • Mandatory registration – To access the benefits of the Unincorporated Partnership regime, entities must formally register and obtain approval from the Federal Tax Authority (FTA). Only after successful registration can the pass-through tax treatment and other provisions be applied.

Unincorporated Partnerships in the UAE: A Closer Look at Ministerial Decision No. 261 of 2024

Ministerial Decision No. 261 of 2024, issued by the UAE Ministry of Finance, provides clarity on how Unincorporated partnerships in the UAE will be treated for corporate tax purposes under Federal Decree-Law No. 47 of 2022.

Key Highlights:

  • Effective Date: Retroactively applicable from 1 June 2023.
  • Application Requirement: Entities seeking UP status must formally apply to the Federal Tax Authority (FTA).
  • Pass-Through Taxation: No tax is levied at the entity level. Instead, partners or beneficiaries assume the tax obligations directly.
  • Annual Declaration: To retain UP status, a yearly declaration must be submitted, confirming ongoing eligibility.

This framework represents a significant strategic opportunity for family foundations looking to streamline compliance while aligning tax treatment with beneficiary outcomes.

Strategic Considerations for Family Foundations by Structuring Unincorporated Partnerships in the UAE

Before adopting the Unincorporated partnerships in the UAE, family foundations should weigh the following considerations:

1. Eligibility and Structure

Does the foundation’s legal setup and purpose qualify under the criteria for UP status? Structures already operating under a foundation law (like in DIFC or ADGM) may require careful alignment or restructuring.

2. Tax Treatment of Beneficiaries

Will the pass-through model be beneficial to the foundation’s beneficiaries? Consideration must be given to their personal tax circumstances (especially if they are tax-resident in other jurisdictions).

3. Compliance Obligations

Is the foundation equipped to manage the annual declaration and other regulatory responsibilities under the new regime?

4. Long-Term Objectives

Does this structure support the foundation’s strategic goals, including governance, legacy planning, and multi-generational control?

Simplifying Unincorporated Partnerships and Legacy Planning with MS

MS supports family foundations by offering a streamlined, end-to-end approach to structuring under the regime of Unincorporated Partnerships in the UAE. Our team begins by evaluating your current foundation setup and identifying the most tax-efficient options tailored to your goals. We handle the complete Unincorporated Partnership application process, including documentation and submission to the Federal Tax Authority, ensuring your structure meets all legal and regulatory requirements. To maintain compliance, we manage annual declarations and keep your foundation aligned with the latest tax law developments. Additionally, we provide strategic advice on legacy-focused tax planning, helping you structure intergenerational wealth transfers with simplicity, control, and long-term vision.

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Why Ignoring Clawback Due Diligence Risks Your Fund’s Future Returns? 

It starts off looking great – early exits, solid IRRs, and carried interest flowing. But what happens when the later deals underperform, and the fund no longer hits its promised return threshold?  

The clawback provision mechanism quietly waits in the background, ready to disrupt GP payouts and LP expectations alike. 

While everyone focuses on deal flow, returns, and exits, clawback due diligence often remain the blind spot in fund due diligence. And in LP-led secondaries, where timing and information asymmetry already add pressure, overlooking clawback exposure can quickly turn a winning deal into a misstep. 

Let’s explore why clawback provisions deserve a front-row seat in your due diligence process and what blind spots to watch before they claw back more than just cash. 

What Is a Clawback Provision? 

Simply put, a clawback is a contractual safeguard that requires the GP to return any excess carried interest previously paid if the fund’s overall returns ultimately fall short of agreed performance hurdles. This means that while a GP may receive carried interest payouts early in the fund’s life based on preliminary profits, those payouts can be “clawed back” if later investments underperform and cause the fund to miss its return targets. 

The clawback mechanism aligns interests by ensuring that GPs do not profit disproportionately relative to LPs once the fund is fully wound down and all gains and losses are tallied. 

Key Conditions Triggering Clawbacks 

Clawback provisions in private equity funds are designed to ensure fairness in carried interest allocation over the life of a fund. They typically hinge on three core conditions that should be closely examined during clawback due diligence: 

  • Preferred Return Shortfall: LPs usually have a preferred return depending on the region and economy that must be met before the GP earns carried interest. If the overall fund performance doesn’t meet this hurdle, excess distributions to the GP may be clawed back. 
  • Excess Carried Interest: With many funds now offering 50–100% carry above the hurdle to attract top talent, traditional 20% carry structures are becoming outdated. However, if the GP receives more than the agreed carry, clawback provisions ensure the excess is returned to protect investor interests. 
  • Catch-Up Period Adjustments: During the catch-up phase, when the GP receives a higher share of profits (often 80%) until the carried interest allocation is fulfilled, clawback provisions can be triggered if the total carried interest paid is out of balance relative to the final fund returns. 

These conditions ensure the carried interest is fairly allocated across the fund lifecycle, preventing GPs from keeping more than their agreed share if early profits are offset by later losses. 

Clawback Due Diligence Blind Spots: The GP Perspective 

  • Neglecting the Catch-Up Clawback: Many GPs focus primarily on preferred return and excess carry clawbacks but overlook the catch-up clawback. This oversight is a common clawback due diligence blind spot that can expose GPs to unexpected clawback liabilities if the fund’s later performance deteriorates. 
  • Delayed Testing of Clawbacks: Clawbacks are usually assessed only at the fund’s termination, sometimes many years after initial payouts. Without interim clawback testing as part of ongoing clawback due diligence, GPs may face a sudden large clawback obligation, complicating their financial planning. 
  • Tax and Cash Flow Implications: Returning carried interest can have complex tax consequences for GPs and impact cash flows, yet these are often not fully considered during fund structuring. 

Clawback Due Diligence Blind Spots: The LP Perspective 

Inadequate Clawback Terms: Not all LP agreements comprehensively cover all clawback scenarios, especially the catch-up clawback. Without detailed terms, LPs risk not recovering excess carried interest. 

Lack of Interim Monitoring: Many LPs rely on end-of-fund clawback calculations and miss opportunities to identify clawback risks early through interim financial reviews. 

Assuming GP Compliance: LPs sometimes trust GPs will voluntarily comply with clawback provisions, but enforcement depends on robust contractual language and LP vigilance and rights to act prudentially at the right time. 

Why Clawback Provisions Are Critical in LP-Led Secondary Transactions? 

Unlike primary investments, where clawback considerations are embedded within the original fund agreement, secondary buyers face the added complexity of assessing potential clawback liabilities that may arise well after the purchase. These obligations can materialize if the underlying fund’s final performance fails to meet the required huedles, potentially forcing the seller or even the buyer, depending on the deal structure, to return previously received carried interest. 

Unfortunately, clawback due diligence in many secondary deals does not adequately capture or analyze these risks. This oversight can lead to mispriced transactions, unexpected financial exposure, and post-sale disputes. As a result, both buyers and sellers must conduct rigorous clawback risk assessments, clearly allocate responsibilities, and negotiate appropriate protections to mitigate future clawback impacts. 

Clawback Due Diligence: Best Practices to Mitigate Risks 

For General Partners: 

  • Incorporate Interim Clawback Testing: Rather than waiting until fund wind-up, conduct periodic assessments to identify potential clawback liabilities early in periodic investor committee and Audit Committee meetings. 
  • Clear Documentation: Ensure fund agreements explicitly define clawback calculation methods, timing, and obligations, including catch-up clawbacks. 
  • Transparent LP Reporting: Maintain open communication with LPs about clawback status to build trust and avoid surprises. 

For Limited Partners: 

  • Negotiate Comprehensive Clawback Clauses: Insist that fund documents cover all clawback scenarios — preferred return, excess carry, and catch-up. 
  • Request Audit and Review Rights: Secure rights to audit fund distributions and carried interest calculations regularly. 
  • Factor Clawback Risks into Valuation: Especially in secondaries, incorporate clawback exposure into price negotiations and risk assessments. 

Where Others Miss the Clawback Traps, MS Delivers Forward-Looking Assurance 

Clawback provisions may not dominate the term sheet conversations, but they can dramatically reshape the economics of a fund. From missed preferred returns to underappreciated catch-up mechanics and LP-led secondary pitfalls, clawback due diligence blind spots are real, and expensive. 

At MS, we help GPs and LPs identify, quantify, and manage these risks before they become real problems. With deep expertise in fund structuring, secondaries, and transaction advisory, we support clients across the lifecycle ensuring every clause, including the clawback, is working for you, not against you. 

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Blogs

Senior Leadership Challenges Are Escalating, and Experience Alone Won’t Save You. Find Why! 

You’ve done the work. You’ve climbed the ladder. You’ve led teams, driven change, and delivered results. So why does it feel like your resume is being tossed into a void? 

In the new era of leadership experience alone is no longer enough, and where your next opportunity might depend less on what you did and more on how clearly the world can see who you are becoming. 

Let’s unravel this shift, one of the most common senior leadership challenges that’s catching even the most seasoned leaders off guard. 

The Illusion of Experience: Why Years Don’t Equal Readiness? 

“Twenty years of experience” looks impressive on paper. But the question no one asks loudly enough is: 

“Twenty years of what, exactly?” 

In many senior leadership cases, success strategies are repeated like rituals and copied from the past and pasted into new, often incompatible contexts. 

That’s when things fall apart. What worked once might not work now. Familiar tactics may breed overconfidence, not foresight. Without adaptability, experience becomes a trap, a classic example of senior leadership challenges 

What we should be asking is: 

  • “What has this leader learned and unlearned?” 
  • “Can they thrive in complexity?” 
  • “Do they grow through reflection or merely repeat?” 

Reflection: The Overlooked Solution to Senior Leadership Challenges 

John Dewey nailed it over a century ago: 

“We don’t learn from experience. We learn from reflecting on experience.” 

High performers are habitual reflectors. 

They stop. They think. They extract. They evolve. 

Without it, experience is static. With it, experience becomes compound learning. 

Reflection is the leadership superpower that turns busy into better. It transforms activity into insight and insight into direction to tackle the senior leadership challenges. 

The Real Competitive Advantage: Complexity Orientation 

We live in an age where volatility is a feature, not a flaw. In this world, a new leadership currency has emerged: 

Complexity orientation – Too often underestimated; it is the key to tackling today’s most pressing senior leadership challenges. 

It’s the ability to: 

  • Process paradox instead of simplifying it away. 
  • Tackle ambiguity instead of freezing in it. 
  • Make decisions with incomplete information and own them. 

The best leaders are not those who “have the answers,” but those who ask better questions, integrate more perspectives, and adapt without ego. Complexity orientation is leadership in motion. It’s not taught in MBAs or shown in KPIs. But it shows up in moments of crisis, scale, or innovation. 

Emotional Maturity: The Inner Infrastructure of Great Leadership 

Leadership in complexity also demands something deeper: emotional maturity. 

  • Self-awareness 
  • Empathy 
  • Self-regulation 
  • Accountability 
  • Adaptability 

This is not just “soft skill” territory. Leaders with emotional maturity don’t just lead tasks; they lead transformation. They don’t just manage performance; they model purpose. 

Motivation: What Drives You Drives Your Decisions! 

Let’s go even deeper. 

What kind of leader do you become under pressure? 

The answer often lies in your motivational values, those invisible engines behind every decision. 

Leaders driven by values like benevolence, universality, and growth are far more likely to lead in ways that: 

  • Inspire trust. 
  • Prioritize collective well-being. 
  • Deliver sustainable impact. 

Senior Leadership Challenges: Why the Most Experienced Leaders Are Being Overlooked? 

In the age of AI, sometimes visibility beats experience. 

The executive visibility gap is real. 

You may be competent. You may be brilliant. 
But if your insights aren’t public, your story isn’t searchable, and your profile isn’t active, you don’t exist, at least to the algorithms and executive search systems shaping the hiring game today. 

Let’s break it down: 

  • AI-powered ATS systems search for keywords. 
  • Recruiter platforms prioritise engagement. 
  • Sentiment tools score your public voice. 
  • Talent intelligence platforms track your digital footprint. 

If your credibility lives only in meetings and PDFs, then you’re invisible in the modern hiring pipeline and a costly risk in a landscape defined by evolving senior leadership challenges. 

Performance Earns Respect. Visibility Unlocks Opportunity. 

Most executives grew up in the “head down, deliver value” model. 

But the landscape has changed, quietly, but radically. 

Boards now want leaders with: 

  • Public points of view. 
  • Signals of digital fluency. 
  • Presence in industry conversations. 

Strategic personal branding is visibility. It’s not self-promotion but leadership signaling. 

You’re not just applying for a role. You’re demonstrating: 

  • How you think. 
  • Why you lead. 
  • What you stand for. 

So, What Should Today’s Leaders Do to Tackle Senior Leadership Challenges? 

  • Reflect Deeply 
    Build learning cycles into your leadership routine. Document not just wins, but why they worked. 
  • Cultivate Complexity Orientation 
    Seek environments where you can stretch, not just succeed. Welcome ambiguity as your teacher. 
  • Fuel Your Motivation 
    Reconnect with the values that make you resilient and meaningful. Let them drive your leadership brand. 
  • Build Thoughtful Visibility 
    Start showing up strategically. Write, speak, share, and post. Don’t just be experienced but be known for something. 

MS Executive Search: Bridging Experience with Future-Ready Leadership 

At a time when leadership demands are evolving faster than ever, MS Executive Search helps organizations look beyond resumes and job titles to uncover leaders with the mindset, motivation, and maturity to thrive in complexity. We identify individuals who reflect, adapt, and lead with clarity in ambiguity. Because in today’s world, it’s not just about being qualified. It’s about being ready and being found. 

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Blogs

FTA Guide on Family Foundations: Key Updates on UAE Corporate Tax and Compliance 

The UAE Federal Tax Authority (FTA) has released a comprehensive Corporate Tax Guide on the Taxation of Family Foundations, offering clarity on how these entities are treated under the UAE’s Corporate Tax regime. For families managing multi-generational wealth through foundations or trusts, this FTA guide on family foundations is essential reading.  

From fiscal transparency to filing obligations and structuring flexibility, the new guidelines mark a significant step in positioning the UAE as a robust jurisdiction for succession planning and asset protection.  

Annual Confirmation Filing: A New Mandatory Requirement in the Update FTA Guide on Family Foundations  

One of the most significant requirements outlined in the FTA guide on family foundations is the Annual Confirmation Filing. Family Foundations, or juridical persons fully owned and controlled by them and treated as Unincorporated Partnerships, must file a confirmation with the FTA within 9 months of the end of each tax period. In multi-tier structures, either the foundation or each individual entity can submit the annual confirmation.  

Important Deadlines:  

  • For tax periods ending on or before 31 March 2025, the deadline is 31 December 2025. 
  • For those aiming to benefit from the administrative penalty waiver for late registration, it is advisable to submit the annual confirmation by 31 July 2025, particularly for entities with a tax period ending 31 December 2024.  

Other Key Takeaways from the FTA Guide on Family Foundations:  

1. Option to Apply for Fiscal Transparency  

Family Foundations that meet the conditions under Article 17 of the Corporate Tax Law can apply to the FTA to be treated as an Unincorporated Partnership, effectively becoming fiscally transparent. This status exempts the foundation from corporate tax, passing income through to the beneficiaries who then report it in their own tax filings (if applicable).  

2. Unincorporated Trusts and Structuring Flexibility  

By default, unincorporated trusts are treated as Unincorporated Partnerships under the UAE Corporate Tax Law, making them fiscally transparent. These trusts also have the option to elect treatment as a Family Foundation, which can be strategic—particularly when managing or controlling entities that hold assets or investments. 

However, in certain cases, this election may not be necessary. 

According to the FTA guide, if an unincorporated trust is automatically treated as an Unincorporated Partnership and wholly owns and controls a juridical person, and that juridical person meets the conditions under Article 17(1) of the Corporate Tax Law, the “wholly owned and controlled” condition is considered satisfied, even if legal ownership technically resides with the trustee(s). 

This applies as long as the ownership and control chain is uninterrupted and made up entirely of fiscally transparent entities. 

3. Inclusion of Wholly-Owned Entities  

Entities wholly owned and controlled by Family Foundations (directly or indirectly) may also benefit from pass-through treatment if they are not engaged in commercial activities. These entities can also maintain different accounting periods, offering added operational flexibility.  

4. Tax Implications for Beneficiaries  

According to the FTA guide on family foundations, if a non-qualifying public benefit entity is a beneficiary, any taxable income (such as non-exempt dividends) should be distributed to the qualifying entity within six months from the end of the tax period. This underscores the importance of timely distributions.  

5. Applicability to Foreign Foundations  

The guide also explains how foreign foundations holding UAE assets to apply for fiscal transparency, subject to meeting UAE tax law requirements, strengthening the UAE’s global appeal for international families.  

6. Disclosure and Reporting Requirements  

Under the FTA guide on family foundations, only relevant entities, such as non-qualifying public benefit entities, are required to provide beneficiaries with sufficient information to assess their Corporate Tax obligations for each tax period. 

There’s no requirement for Family Foundations to distribute income to family members or share details unless the income is taxable in the hands of the beneficiaries. 

Regarding payments made to beneficiaries for services, these are deductible by the Family Foundation if conducted at arm’s length. However, the tax treatment of such income will be determined separately by each beneficiary and is not addressed within the guide. 

The FTA Guide on Family Foundations: Strengthening Tax Transparency and Wealth Protection 

The FTA guide on family foundations marks an important evolution in the UAE’s tax landscape, providing much-needed clarity for Family Foundations and similar structures. With fiscal transparency options, access to Free Zone tax benefits, and defined compliance expectations, the UAE further cements its reputation as a competitive jurisdiction for private wealth structuring.  

At MS, we are committed to providing you and your family with bespoke wealth planning solutions, including the strategic establishment of DIFC Foundations, enabling you to unlock significant tax benefits and long-term asset protection.  

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