Last Friday, WIL hosted Irina Heaver, Founder and Managing Partner of NeosLegal, and her colleague Zainab Kamran, which turned into one of the most energizing sessions we have run this year. Irina has been a crypto lawyer in the UAE since 2016, has structured more than 300 Web3 projects, advises governments and regulators, and has helped draft virtual asset laws across the region. Zainab walked us through the regulatory landscape with the kind of clarity that only comes from sitting in the chair every day.
If you have been telling yourself that crypto is somebody else’s problem, this briefing is for you. Whether you sit in capital markets, employment, IP, dispute resolution, or in-house, this asset class is now touching your practice. Below is a distilled view of what we covered, written for our community of lawyers who want to understand where the UAE actually stands and why it matters.
Virtual assets are roughly a three trillion dollar global asset class, and the institutional door has been kicked wide open. ETFs, sovereign wealth funds, and traditional asset managers have crossed the line. Mubadala holds Bitcoin ETF exposure. The Abu Dhabi government mines its own Bitcoin using nuclear power. Two new sovereign family-backed stable coins are being launched out of ADGM. The Central Bank of the UAE is rolling out a CBDC and a Dirham crypto coin in stages. When a client says they do not really do crypto, it is increasingly worth asking whether they are sure.
Stablecoins, especially USDT, have found genuine product market fit. A bank wire to family overseas takes five to six working days and arrives short by eighty dollars in fees. A stablecoin transfer is instantaneous and effectively free. The UAE now has multiple AED stablecoins approved or in the pipeline.
The UAE Capital Markets Authority, formerly known as SCA, has passed legislation on tokenized securities and tokenized commodity contracts. After two years of industry lobbying, real-world assets were carved out of the securities regime. That carve-out is the reason projects like Prypco and DLD can now tokenize property and trade it as a distinct asset class rather than as securities. As Irina put it, the UAE is the only major jurisdiction on earth that has formally separated RWA tokens from security tokens in law.
Real estate, art, gold, diamonds, and even silver bars at DMCC are being tokenized. This is no longer a 2017 thought experiment. The law has finally caught up.
Once an asset is tokenized, you can stake it, lend it, or borrow against it. DeFi is what unlocks yield from a tokenized asset that would otherwise sit idle. Useful to understand. Risky to use without care. Hacks are still routine.
A blockchain is the road. Cryptocurrencies and tokens are what you build on top of it. Solana is a blockchain. Its native token is also called Solana. If WIL UAE wanted to issue its own membership token tomorrow, it would take ten lines of code on Solana and under ten minutes.
A smart contract is not a contract in the way we draft a shareholders’ agreement. It is software code. Lines of conditional logic that execute automatically. If a consultant asks you to draft a smart contract for them, that is a useful signal of their fluency in this space.
More CFOs are asking about allocating part of corporate treasury to Bitcoin. The framing matters. Bitcoin is not pitched as an investment recommendation. It is positioned as a hedge against inflation, much like gold. Both have no counterparty risk. If sovereigns and family offices in this region are holding it, the rationale is worth understanding before dismissing it.
Where Irina draws the line Meme coins and NFTs are speculative gambling. Treat them as such, and never as an asset class.
Get educated before you invest in something you do not understand. Use regulated exchanges. Avoid peer-to-peer trades and informal cash deals. |
The UAE made an early and deliberate decision to regulate crypto rather than ignore or ban it. That decision is a big part of why so many global crypto businesses are now choosing to set up here. Zainab framed the landscape around four themes.
Different activities trigger different licenses. Operating an exchange, holding client assets as a custodian, brokering transactions, issuing certain tokens, providing crypto advisory services. Each has its own framework. Sometimes one license. Sometimes several. Sometimes none, despite what consultants who are unfamiliar with the space tell clients.
The UAE aligns closely with FATF standards. Travel rule, KYC, suspicious transaction reporting. All of it applies. Regulators are actively enforcing.
Risk disclosures, transparency, marketing rules, safeguarding of client assets. The framework here is principle based and the consumer sits at the front of it. This area has tightened significantly after the global crypto collapses of recent years.
This is where things get interesting. Five regulators sit across three layers.
That looks like a mess on paper. Irina argues it is a feature, not a bug. In Switzerland, FINMA regulates the banking industry and crypto. That creates a structural conflict of interest when a new project might disrupt existing licensees who pay the regulator’s bills. In the UAE, you can choose the regime that best suits the activity. If one rejects you, another may not.
A few patterns to internalize before you take on a crypto matter.
Case study, in Zainab’s words A founder wants to launch a UAE-based crypto exchange serving global users. On paper, simple. In reality, it is thirty to fifty separate decisions across multiple regulators and jurisdictions. Where to incorporate. Which licenses to apply for? Banking. Custody architecture, including cold storage, hot wallets, asset segregation, insurance, and audit trails. Which foreign markets can you lawfully onboard from, and where reverse solicitation works or does not? Each decision has legal consequences. UAE licensing gets you far. It does not shield you from foreign regulators. |
Litigation in this space is still in its early days. Disputes today reflect projects built three or four years ago. Most parties do not want headlines, so the work is largely mediation and arbitration. ADGM is building out its capability. DIFC has a small handful of cases. There was an interesting Dubai courts decision involving a project that promised employees tokens as part of remuneration. The court held the employer to that promise. International media reported it as Dubai allowing salaries in Bitcoin, which is not what the judgment said. Read the judgment, not the headline.
Most B2B crypto disputes settle quietly. Many of them stem from poorly drafted contracts where someone has lifted a TradFi template and run a find and replace. The agreements were never adapted for the crypto context.
A free resource worth bookmarking NeosLegal has built a UAE VASP License Tracker. It maps every licensed VASP across all five regulators and seven asset classes, going back to 2019. Search by activity, regulator, or entity name. Useful for due diligence, for client onboarding checks, and for spotting bad actors who claim to be regulated when they are not. It is free. Find it at https://neoslegal.co/ |
This session lived up to its title. Irina and Zainab were generous with their time, with their candor about what works and what does not, and with their willingness to challenge how we think about regulation, risk, and where our practices are heading. Several of you messaged afterward to say it was the most useful crypto briefing you had been to. I agree.
If your practice touches contracts, employment, capital markets, IP, or in-house advisory, this asset class is already on your desk. Better to learn it now than to be the lawyer who missed it.
Huge thanks to Irina Heaver and Zainab from NeosLegal for sharing their expertise with our community. We will be back with more sessions like this in the coming weeks.
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