ADGM Courts — English common-law, FSRA appeals, foundations

An independent English-language common-law court system established under Federal Decree 15 of 2013 and Abu Dhabi Law 4 of 2013 (the ADGM Founding Law). Two tiers: Court of First Instance (Civil and Commercial Divisions) and Court of Appeal. Jurisdiction: (i) civil and commercial matters within ADGM; (ii) ADGM-incorporated entities; (iii) opt-in by written agreement; (iv) FSRA enforcement appeals through the Regulatory Committee.

The ADGM Application of English Law Regulations 2015 directly apply English common law and equity, plus a Schedule 1 list of English statutes — as in force from time to time, with limited modifications. Examples include the Sale of Goods Act 1979, Contracts (Rights of Third Parties) Act 1999, Misrepresentation Act 1967, and Unfair Contract Terms Act 1977. ADGM judges apply these directly without needing to import them through a UAE statutory bridge.

(i) Direct English-law application via Regulations 2015 (DIFC: own statutes); (ii) Companies Regulations 2020 derived directly from UK Companies Act 2006 (DIFC: own Companies Law); (iii) FSRA appellate route (DIFC: DFSA route via Financial Markets Tribunal); (iv) Foundations Regulations 2017 — common foreign-fiduciary structure (DIFC: own Foundations Law DIFC Law 3/2018); (v) ADGM has Tech Start-up licensing tier; (vi) ADGM has its own Insolvency Regulations 2022 modelled on UK Insolvency Act 1986 (DIFC: DIFC Insolvency Law DIFC Law 1/2019).

Article 13(6) of the ADGM Founding Law (Abu Dhabi Law 4/2013) permits any two parties — regardless of UAE nexus — to confer jurisdiction on the ADGM Courts by written agreement. The clause must be unambiguous; functional language ("any disputes arising out of this agreement shall be referred to the ADGM Courts") suffices. This mirrors DIFC's opt-in mechanism.

Yes — under Federal Decree 15/2013 Article 8, ADGM Court judgments are recognised and enforceable as if they were judgments of the federal courts. The Memorandum of Understanding between ADGM Courts and Abu Dhabi Judicial Department (2018) operationalises the route: ADGM judgment + execution application to the ADJD enforcement department, no re-litigation on the merits.

Two-tier: Court of First Instance → Court of Appeal. Permission to appeal is required (Court Procedure Rules 2016 Rule 215) and granted only where there is a real prospect of success or some other compelling reason. There is no further onshore appeal — the Court of Appeal is the apex on ADGM matters. FSRA matters: Regulatory Committee → Court of Appeal on points of law.

The ADGM Court Procedure Rules 2016 (CPR) closely track the English CPR 1998. Coverage: claim form / defence; case management; statements of truth; disclosure; witness statements; expert evidence; hearings; costs; appeals. Distinctive features: an active case-management overriding objective (Rule 1); proportionality test for costs (Rule 159); broad discretion on disclosure (Rule 80 onwards).

The ADGM Companies Regulations 2020 are derived directly from the UK Companies Act 2006. Coverage: incorporation; registered office; constitution (articles); directors' duties (ss171-178 of UK CA 2006 mirrored); members' meetings; financial reporting; audit; share capital; reductions; mergers; striking off. ADGM also offers Tech Start-up licence, Special Purpose Vehicle (SPV), Restricted Scope Company, Holding Company, and Branch.

The ADGM Foundations Regulations 2017 establish a hybrid civil-law / common-law foundation: a separate legal person (unlike a trust) with its own constitution, council members (analogous to trustees) and beneficiaries — used as a wealth-holding, succession-planning and family-office vehicle. Founders can reserve significant powers (revocation, amendment, addition/removal of beneficiaries). Confidentiality is preserved; the Foundation Charter is publicly registered but the by-laws are not.

The ADGM Employment Regulations 2019 govern all ADGM-based employment. Headline features: written contract required; probation up to 6 months; minimum 30 days notice; annual leave 20 days (plus public holidays); sick leave up to 60 days (combined paid/unpaid); maternity leave 65 working days (33 fully paid + 32 half paid); end-of-service gratuity replaced by mandatory monthly contributions to a Workplace Savings Plan (WSP — analogous to DIFC's DEWS) since 2020 amendments.

The ADGM Insolvency Regulations 2022 modernise the prior 2015 regime, modelled on the UK Insolvency Act 1986 (as updated by CIGA 2020). Procedures: Administration (rescue with moratorium); Restructuring Plan (cross-class cram-down, modelled on UK CA 2006 Part 26A); Company Voluntary Arrangement; Creditors' Voluntary Liquidation; Compulsory Liquidation; receivership. UNCITRAL Model Law on Cross-Border Insolvency directly enacted.

FSRA enforcement decisions (financial penalties, licence suspensions/revocations, prohibitions) can be appealed to the ADGM Regulatory Committee — an independent administrative tribunal. Procedure under FSMR 2015 ss229-236. Standard of review: full merits review (the Committee can substitute its own decision). From the Regulatory Committee, further appeal lies to the Court of Appeal on points of law.

The ADGM Data Protection Regulations 2021 are GDPR-aligned. Key features: data subject rights (access, rectification, erasure, portability); lawful basis requirements; international transfer rules (adequacy decisions or appropriate safeguards); breach notification within 72 hours; mandatory DPO for certain controllers; Office of Data Protection (ODP) supervisory authority. Enforced by the ODP with administrative penalties.

ADGM Arbitration Regulations 2015 establish ADGM as a UNCITRAL Model Law arbitration seat. ADGM Court is the curial court — supervisory jurisdiction over arbitrations seated in ADGM (interim measures, tribunal appointment, set-aside applications, recognition and enforcement). The arbitrateAD centre (since 2024) is administered alongside the ADGM Arbitration Centre. arbitrateAD Rules 2024 are the modern institutional rules of choice for ADGM-seat arbitrations.

ADGM Court has handled crypto-related disputes since 2018. The FSRA's Crypto Asset Framework (introduced 2018, updated 2023) means ADGM-licensed virtual-asset firms come under both FSRA enforcement and Court jurisdiction. Court has applied common-law principles to crypto asset proprietary claims, freezing orders over wallet addresses, and trustee-style remedies in fraud cases. ADGM is one of the more crypto-experienced common-law benches globally.

The "loser pays" cost-shifting principle applies (Court Procedure Rules 2016 Rule 159). Recoverable costs include reasonable legal fees, expert fees, and disbursements, subject to a proportionality test. Costs typically recovered: 60-80% of actual legal spend in routine cases; can reach 90%+ on indemnity-basis costs awards (e.g. against a party who has acted unreasonably). Court fees are calculated as a percentage of claim value with caps.

Yes — third-party litigation funding is permitted in ADGM. ADGM follows the modern English position: maintenance and champerty are abolished as torts/crimes (English position from Criminal Law Act 1967). Disclosure of funding to opponent and Court is good practice. ADGM has not (yet) imposed mandatory disclosure rules.

English-style legal privilege applies. Legal advice privilege: confidential communications between client and lawyer for the purpose of giving/receiving legal advice. Litigation privilege: communications + documents prepared for the dominant purpose of pending or contemplated litigation. Common interest privilege: shared privileged material between aligned parties. Without-prejudice rule applies to settlement communications.

Standard disclosure under Court Procedure Rules 2016 Rules 80-93: documents on which a party relies; documents adversely affecting its own case; documents adversely affecting another party's case; documents supporting another party's case. Mandatory list of documents (Form D); rolling duty to disclose. Less expansive than US-style discovery but broader than civil-law document-production.

ADGM applies the English common-law principles for recognising foreign judgments — provided the foreign court had jurisdiction in the international sense, the judgment is final and conclusive, and the substantive cause of action is recognised in ADGM. ADGM has Memoranda of Understanding/Guidance with various foreign courts (UK, Singapore, others). New York Convention 1958 applies to arbitral awards.