Legal Counsel

Company Description

Real estate investment fund.

Location

DIFC.

Reports To

Head of Legal

Job Summary

The Legal Counsel will provide strategic, commercial, and regulatory legal support to a DFSA- regulated Fund Manager and REIT platform, while also supporting the establishment, structuring, and scaling of new business ventures across software , fintech , intellectual property, advanced manufacturing, and cross-border financial products.

The role requires a hybrid regulatory-commercial mindset, combining deep expertise in DFSA/DIFC financial services regulation with the ability to support technology-driven, IP-intensive, and multi-jurisdictional businesses. The successful candidate will operate as a trusted advisor to senior management and the Board, supporting both regulated activities and non-regulated growth initiatives within a complex group structure.

Responsibilities

1. DFSA, DIFC & Regulated Activities

• Provide legal and regulatory support to a DFSA-regulated Fund Manager, including Listed and Private Funds, REITs, SPVs, and holding structures.

• Advise on ongoing compliance with: DFSA Rulebooks (CIR, GEN, COB, AML, FUND, IFR) and DIFC Companies Law, Operating Law, and Data Protection Law

• Support regulatory filings, notifications, waivers, variations of permission, and ongoing engagement with the DFSA and DIFC Registrar.

• Advise on Connected Persons, conflicts of interest, related-party transactions, disclosures, and market abuse controls.

• Review and negotiate fund documentation, including:

i. Offering documents

ii. Management agreements

iii. Investment management and advisory arrangements

iv. Service provider agreements (property managers, valuers, administrators)

2. Funds, REITs & Structured Financial Products

• Support the structuring, launch, and ongoing operation of REITs, private and public funds, co-investment

vehicles, and feeder/master structures.

• Advise on cross-border fund distribution, investor documentation, and jurisdiction-specific constraints.

• Support financings, refinancings, Sukuk/Islamic structures, leverage facilities, and security arrangements.

• Work closely with compliance and finance teams on corporate structuring and regulatory alignment.

3. New Business Ventures & Expansion

• Provide legal support for non-regulated and ancillary businesses, including:

• Software development and SaaS platforms

• AI-enabled products and internal tooling

• IP-heavy manufacturing (advanced materials, engineering, proprietary technologies)

• Support group expansion into new jurisdictions, including:

i. Entity formation

ii. Licensing considerations

iii. Local regulatory overlays

• Draft and negotiate commercial agreements, joint ventures, strategic partnerships, and distribution

arrangements.

4. Intellectual Property & Technology

• Support IP strategy across the group, including:

i. Patents, trademarks, copyrights, trade secrets

ii. Licensing, assignment, and intra-group IP arrangements

iii. Advise on software licensing models, open-source risks, and SaaS terms.

• Support compliance with data protection, cybersecurity, and AI-related regulatory requirements (including DIFC

Data Protection Law and international standards).

5. Risk, Governance & Stakeholder Management

• Identify and manage legal and regulatory risk across a diverse, multi-entity group.

• Act as a key interface with external legal counsel

• Contribute to strategic decision-making and long-term business planning from a legal perspective.

Qualifications

• Qualified lawyer (Common Law jurisdiction strongly preferred).

• Minimum 4 years’ post-qualification experience, including:

i. Funds/asset management / REITs

ii. Financial services regulation in the DIFC / DFSA environment

• Strong working knowledge of: DFSA regulatory framework, and DIFC Companies and Operating Laws

• Experience supporting senior management and Boards in regulated environments.

• Ability to manage multiple work-streams across regulated and non-regulated businesses.