The legal function in a large, multinational business is no longer confined to contracts, compliance checklists, or resolving issues after they arise. As companies expand across markets, enter complex transactions, raise capital, acquire businesses, and manage diverse regulatory environments, legal leadership increasingly becomes part of the wider conversation around strategy, investment, governance, and growth. The role calls for more than knowledge of the law. It requires an understanding of how a business operates, where it wants to go, and how important decisions can be structured responsibly.
This broader approach defines May El Ghamry, Group Legal Director at Ora Developers Holding, whose career has taken her across banking and finance, capital markets, private practice, listed-company governance, cross-border transactions, and large-scale real estate development. Her experience spans the UAE and GCC, with work involving debt and equity capital markets, IPOs, complex M&A transactions, syndicated lending, project finance, corporate restructuring, and major development projects. Rather than viewing legal counsel as a function that simply identifies what a business cannot do, May has developed a perspective centred on helping organisations understand their choices and move forward with greater clarity.
Her professional journey began in Egypt, followed by more than a decade with Commercial International Bank in Egypt and the UAE, where she worked across banking and finance, debt capital markets, syndicated lending, and project finance. Then moved into private practice in the UAE with Ibrahim & Partners (IN’P) as Regional Counsel, where I advised on major regional transactions, including landmark IPOs, capital-markets matters, financing and project-finance transactions, public acquisitions, M&A, corporate restructurings, and corporate governance. Working alongside companies, shareholders, boards, and senior management across different sectors gave her a wider understanding of how legal decisions intersect with commercial priorities.
She later returned to an in-house environment as General Counsel of Al Ansari Financial Services, a company listed on the Dubai Financial Market. The position brought another dimension to her experience, particularly across corporate governance, regulation, M&A, capital markets, and board advisory. It also strengthened her understanding of how legal and regulatory considerations need to be managed across different jurisdictions while remaining aligned with the expectations of a listed organisation.
Her move to ORA Developers represents a natural continuation of that journey. The international developer offered an environment where her transactional, legal, and governance experience could be applied within a diverse multinational business operating across multiple jurisdictions. The scale and complexity of the organisation have also allowed her to work closely with matters involving strategy, investment, major transactions, governance, and long-term growth.
Today, May advises senior management across a broad range of legal, strategic, and governance matters. Her responsibilities include corporate governance, group restructuring and asset optimisation, acquisitions and strategic transactions, financing arrangements, major commercial and project agreements, and oversight of legal matters across subsidiaries. Yet the scope of her role extends beyond reviewing documents or identifying potential risks.
She believes effective in-house legal leadership begins with understanding the business itself. That means knowing its priorities, recognising the commercial realities behind decisions, becoming involved early, and helping teams structure transactions and resolve issues before they become obstacles. Her approach places the legal function alongside the business rather than outside it, with the objective of protecting the organisation while giving decision-makers the clarity to pursue opportunities responsibly.
Across each stage of her career, May has therefore developed a style of legal leadership that combines technical knowledge with commercial understanding, strategic thinking, and practical judgement. It is an approach shaped not only by the complexity of the transactions she has handled, but also by an understanding that the most useful legal advice is advice that helps people make better-informed decisions.
From Legal Advice to Business Partnership
The role of an in-house legal team has changed considerably. May sees the function as far more than a reactive service brought in when a contract needs review or a problem has already emerged.
A strong legal team needs to be part of the business conversation from the outset. That requires an understanding of finance, operations, strategy and the commercial reasons behind major decisions. Legal leaders should explain the issue, its consequences, available options and the most responsible path forward.
May believes effective legal advice is not always the most conservative advice. Its value lies in protecting the organisation while allowing informed decision-making, responsible risk-taking and sustainable growth. It also requires lawyers to communicate complex matters clearly and build trust across the business.
Managing Complex Transactions Across Multiple Dimensions
May’s experience spans M&A, syndicated lending, project finance and capital markets, developed through roles in banking, private practice and senior in-house positions. Each transaction brings different legal, commercial and regulatory considerations.
In M&A, the legal role starts with understanding the strategic purpose and choosing the right structure, followed by due diligence, identification of material risks, regulatory and third-party approvals, financing and negotiation of transaction documents. Risks may be addressed through the structure, conditions precedent, representations and warranties, indemnities, contractual protections or commercial terms. Cross-border transactions add regulatory and ownership requirements across jurisdictions, while post-completion obligations must be considered before closing.
Syndicated lending presents a different challenge, with multiple lenders and other parties requiring careful coordination. Facility agreements, guarantees, security documents, intercreditor arrangements and conditions precedent must work together across jurisdictions while remaining legally enforceable and commercially workable.
Project finance requires a broader view because repayment is linked to the project’s long-term cash flows. The legal framework can include concession arrangements, construction, operations and maintenance, supply and offtake, insurance, government approvals and security structures. Risk allocation between sponsors, lenders, contractors, operators and other stakeholders is central to bankability, including issues around completion, performance, delays, termination and step-in rights.
Capital-markets transactions, particularly IPOs and public offerings, bring extensive regulatory, disclosure and governance requirements. Due diligence, offering documents, corporate structures, financial reporting and approvals must be coordinated with regulators, exchanges, investment banks, auditors and advisers. Accuracy and consistency in disclosure are critical, as is preparation for the governance obligations that follow a listing.
Across these transactions, May sees a common challenge: legal, regulatory, financial, tax, operational and commercial matters rarely exist independently. A regulatory requirement can affect the structure, a due-diligence finding can influence valuation or contractual protection, and a financing condition can alter the timetable.
A senior legal leader therefore needs to understand how these issues interact, identify what is material and give management and the Board a clear view of what could delay a transaction, what can be negotiated or mitigated, and what may ultimately need to be accepted as a commercial risk.
Early planning, disciplined execution and coordination between management, internal teams, advisers, regulators and other stakeholders are essential. Legal execution should also look beyond signing or completion to implementation, integration, governance and post-completion obligations.
Creating Readiness for Debt, Equity and IPO Transactions
May considers preparation and early planning fundamental to debt financing, equity transactions and IPOs. Legal teams should become involved early to assess the proposed structure, applicable requirements and the organisation’s readiness.
That assessment covers corporate and ownership structures, governance, licences, regulatory status, material contracts, existing financing, financial reporting, internal controls, related-party arrangements and disclosure processes. IPOs and major equity transactions may also require restructuring, including simplifying ownership, reorganising subsidiaries or assets, addressing legacy arrangements and ensuring the appropriate businesses and assets sit within the transaction perimeter.
These matters need to be addressed early where regulatory, lender, shareholder or third-party approvals are required. The same applies to appointing legal counsel, investment banks, financial advisers, auditors, tax advisers and other specialists, who should contribute during structuring and readiness planning rather than only once execution begins.
Clear responsibilities, a realistic timetable and an understanding of dependencies between workstreams are equally important. Restructuring, due diligence, financial information, regulatory submissions, corporate approvals, documentation and investor engagement must progress in coordination.
Constructive engagement with regulators and exchanges can help clarify expectations and address transaction-specific requirements early. Due diligence should go beyond identifying matters for disclosure. Material legal, regulatory, governance and contractual issues should, where possible, be remedied, restructured or mitigated before the transaction progresses.
The focus differs by transaction. Debt financing places greater attention on financing terms, security, covenants, existing indebtedness and the ability to meet financing obligations. Equity transactions require closer consideration of ownership, shareholder rights, governance and disclosure. An IPO adds the responsibility of preparing the organisation to operate within the governance, disclosure and regulatory framework of a listed company.
The objective should therefore extend beyond closing or listing. The organisation should emerge with the governance framework, internal controls, policies, reporting systems, disclosure processes and management structures needed to meet continuing regulatory obligations.
For May, successful execution rests on starting early, establishing the right structure, completing necessary restructuring, appointing appropriate advisers and maintaining close coordination between the Board, management and advisers throughout the process.
Governance as a Foundation for Responsible Growth
Corporate governance has moved beyond being simply a matter of good practice. May views it as an increasingly important legal and regulatory requirement, with obligations varying by jurisdiction, company type, listing status and industry. Listed companies, financial institutions and other regulated entities generally face more detailed requirements because of their responsibilities towards shareholders, investors, customers, regulators and other stakeholders.
At its core, effective governance depends on accountability, fairness, transparency, responsibility and sound Board oversight. Clear roles between the Board and executive management help establish responsibility for strategy, performance and conduct, while shareholder rights and fair treatment become particularly important around conflicts of interest and related-party transactions.
Transparency also requires reliable systems for the timely disclosure of material information concerning financial performance, ownership, governance and other significant matters. Clear Board and committee mandates, appropriate expertise and independence, together with defined delegation and decision-making frameworks, further support effective oversight.
Risk management, internal controls, compliance and audit provide another essential layer by helping organisations identify and manage material risks and address conflicts appropriately.
ESG has become closely connected with this broader governance framework. Boards and senior management increasingly need to consider material environmental, social and governance matters within strategy, risk management and long-term decisions. Depending on the organisation, these may include sustainability, environmental risks, human capital, diversity, ethics and stakeholder responsibilities. These considerations require appropriate oversight, accountability and reliable controls around related disclosures.
Good governance also shapes organisational culture and stakeholder relationships. Integrity, accountability and responsible decision-making can strengthen oversight, protect shareholder and stakeholder interests and support long-term resilience. The legal framework establishes the requirements, but its effectiveness depends on how those principles become part of the organisation’s culture and everyday decisions.
Making Legal Advice Useful at the Leadership Table
At Board and executive level, May believes effective legal guidance means turning complex legal and regulatory requirements into clear, practical advice. Senior leaders need to understand what is required, why it matters, what action is expected and what obligations or liabilities may follow.
Legal also has an educational role. Board members and senior management should understand their duties, the limits of their authority and the consequences of non-compliance so they can make informed decisions with confidence.
When a proposed course of action is not legally or regulatorily appropriate, Legal should look for alternatives that can still meet the business objective within the applicable framework. This requires an understanding of the organisation’s strategy, operations, governance, risk profile and stage of development.
A framework suitable for a large listed or highly regulated institution may not be appropriate for a company at an earlier stage. Subject to mandatory requirements, the legal adviser should assess the organisation’s position, identify gaps and establish a practical roadmap, addressing immediate priorities before introducing further improvements as the business develops.
This becomes particularly relevant during growth, institutional investment, financing, IPO preparation or changes in regulatory status. The objective is a framework that is compliant, proportionate, workable and aligned with the organisation’s evolving needs.
Independence of judgement remains essential. A senior legal adviser must be prepared to raise significant legal, regulatory or governance concerns even when the advice may be difficult for management to hear. Where possible, that advice should also present practical alternatives and explain their risks and implications.
For May, this is where senior legal leadership creates real value: interpreting regulations, translating them into action and helping leadership implement them while supporting the organisation’s strategy and long-term objectives.
Identifying Risk Before It Becomes a Business Problem
May’s approach to legal risk management begins with early involvement. She believes Legal should be part of the business team from the beginning of any significant project, matter or transaction, rather than being consulted only at the final stage.
Early involvement gives Legal the opportunity to understand the commercial objective and proposed structure while there is still room to shape the outcome. Risks can then be avoided, mitigated or appropriately allocated before important commitments are made.
This is particularly valuable in complex transactions, where decisions made during early structuring and negotiations can create significant consequences later. Addressing a material risk before signing or implementation leaves more options, whether through transaction structure, contractual protections, regulatory engagement, approvals or alternative solutions. Once commitments have been made, solutions can become more limited, costly or difficult to implement.
May does not view Legal as a function whose purpose is to eliminate commercial risk. Risk management is shared across management, finance, compliance, internal audit and business teams. Each contributes different expertise, while Legal helps ensure that material legal and regulatory risks are properly understood.
Practical tools such as policies, approval and delegation matrices, contractual standards, risk registers, escalation procedures and Board reporting can help bring issues to the right level. A culture in which employees raise concerns early is equally important.
Warning signs may appear through recurring disputes, complaints, regulatory correspondence, audit findings, contractual problems or repeated compliance concerns. Recognising these patterns can help address wider risks before they become significant financial, regulatory or operational challenges.
May sees effective legal risk management as making risks visible rather than trying to eliminate them. Businesses need to take informed risks to grow. Legal’s role is to identify those risks early, explain their consequences, offer practical alternatives and help the organisation move forward in a legally compliant and commercially appropriate way.
The Value of Constructive Regulatory Engagement
Working with regulators across different jurisdictions, particularly in the UAE, has shaped May’s view that regulators should be treated as important stakeholders rather than adversaries. Her experience in the UAE has been particularly constructive, with regulators often accessible and willing to engage with organisations. Their guidance can help clarify regulatory expectations and support businesses in navigating complex processes while taking practical circumstances into account.
Such engagement becomes especially valuable when dealing with significant regulatory matters, complex transactions, new requirements or areas of uncertainty. Before approaching a regulator, however, an organisation should understand the applicable framework, analyse the issue and establish its position. When engagement is appropriate, the organisation should clearly explain the matter, relevant requirements and the specific clarification, approval or consultation being sought.
Preparation and accuracy are essential. Information shared with regulators needs to be consistent and transparent, with commitments and follow-up actions properly managed. Over time, trust develops through consistency, credibility, responsiveness and a demonstrated commitment to regulatory responsibilities.
May also sees regulatory feedback as a source of organisational learning. It can reveal weaknesses in governance, internal controls, policies or processes and provide insight into changing expectations. Constructive regulatory relationships can therefore support compliance while strengthening governance and helping organisations navigate significant transactions and change more effectively.
Lessons from Complex Cross-Border Transactions
Some of the experiences that have most influenced May’s approach to legal leadership have involved complex cross-border acquisitions and strategic transactions across multiple jurisdictions, regulators and stakeholders, often under demanding timelines. These matters required several workstreams to move together, including due diligence, transaction documentation, regulatory approvals, financing and completion planning. Differences in legal frameworks and regulatory requirements added another layer of complexity.
The work also involved coordinating internal management and legal teams with external counsel, advisers and regulators. In some transactions, the legal work extended into changes to corporate structures, constitutional documents, governance arrangements and internal processes, both before and after completion. Regulatory conditions and post-completion obligations also needed to be addressed.
These experiences reinforced the importance of prioritisation. Under tight timelines, a legal leader must distinguish between matters that are critical to completion, those that can progress in parallel and issues that can appropriately be handled after completion. Seeing how different workstreams interact is essential to identifying obstacles early and keeping the wider transaction on track.
The experience also showed May that legal leadership requires more than technical expertise. Judgement, coordination and the ability to understand the transaction as a whole are equally important. A legal leader must know when to challenge or escalate an issue and provide management with practical solutions while protecting the organisation’s interests.
Legal involvement, in her view, should therefore continue from the earliest stage through implementation and integration. Signing the documents is only one part of the process. Understanding how the transaction will be implemented, how governance may evolve and how regulatory commitments will be fulfilled is equally important.
The Expanding Role of Legal Leadership
May sees the role of senior legal leaders becoming increasingly connected to business decision-making as organisations operate across borders and navigate a wider range of risks. Legal expertise remains fundamental, but senior professionals are now expected to contribute to strategy, governance, risk management and long-term planning.
The scope of the role has also expanded into areas such as corporate governance, data protection, cybersecurity, artificial intelligence, ESG, regulatory compliance and enterprise risk. Legal leaders need sufficient understanding of these areas to recognise emerging risks, ask the right questions and bring the appropriate expertise into important decisions.
Technology and AI can make legal work more efficient by supporting research, document review, drafting, contract management, analysis and reporting. Yet their use requires proper safeguards around confidentiality, data protection, accuracy, intellectual property, bias and accountability. May sees AI as a support tool for research, verification and analysis rather than a substitute for professional judgement.
As routine work becomes more automated, she expects the greatest value of senior legal leaders to lie in judgement, strategy, negotiation, governance, stakeholder relationships and complex decision-making. Continuous learning will be equally important, extending beyond law and regulation to technology, changing business models, geopolitical developments and emerging risks.
In May’s view, the future senior legal leader will increasingly serve as a strategic partner to the Board and executive leadership, combining legal knowledge with business understanding and a broader view of risk to help organisations navigate complexity responsibly.
Substance Before Visibility
May’s advice to lawyers and compliance professionals seeking to become trusted strategic advisers begins with a simple principle: technical expertise comes first. Early in a career, professionals need to understand the laws, regulations and frameworks relevant to their work. Visibility and proximity to senior leadership cannot replace preparation, knowledge or experience.
Technical knowledge, however, is only one part of becoming an effective adviser. Professionals also need to understand the organisation they support, including its strategy, operations, financial and commercial priorities, challenges and risk appetite. Strong advice comes from connecting legal knowledge with a clear understanding of what the business is trying to achieve.
Reputation is earned gradually through quality work, preparation, responsiveness and integrity. As careers progress, another important skill is translating technical knowledge into practical advice. Boards and senior management need to understand the issue, why it matters, the risks and consequences, and the options available. A trusted adviser should help identify a legally compliant and commercially workable path rather than simply pointing out problems.
Judgement develops through experience, difficult negotiations, regulatory matters, disputes and challenging assignments, as well as through learning from experienced professionals and from personal mistakes and successes. May therefore encourages younger professionals to focus on becoming knowledgeable, dependable and genuinely good at their work rather than chasing titles or visibility too early.
Her philosophy is captured in a simple line: “There is no lift to success; unfortunately, you have to take the stairs.” Each demanding assignment and difficult situation adds another step towards knowledge, judgement and confidence. Becoming a strategic adviser is ultimately earned through legal expertise, business understanding, ethics, sound judgement and a consistent record of quality work.
