Contributed By Al Tamimi & Company
Over the past year, the UAE has witnessed a notable uptick in cross-border mergers and acquisitions involving entertainment and media companies. This trend is driven by the region’s ambition to position itself as a global media hub, attracting international investors and strategic partners. Transactions often focus on the acquisition of film and television libraries, digital content platforms and production companies, with particular emphasis on securing intellectual property (IP) rights and expanding distribution networks across the Middle East and North Africa (MENA) region.
Due diligence processes in entertainment transactions have become more rigorous, particularly regarding the chain of title for content assets and the assignment of talent contracts. Buyers are increasingly scrutinising legacy IP rights, moral rights and the scope of existing licences to mitigate the risk of third-party claims or reversionary interests. This heightened focus reflects the growing value placed on content libraries and the need to ensure clear, marketable rights for future exploitation.
There has been a shift toward innovative financing structures, including co-productions, joint ventures and public-private partnerships. These models are designed to leverage local government incentives and attract private investment, particularly for large-scale productions and digital-first content. The trend is also influenced by the entry of international streaming platforms, which often require flexible ownership and revenue-sharing arrangements to accommodate global distribution.
As the UAE’s media sector matures, regulatory scrutiny of large transactions has increased, particularly where deals may impact market competition or consumer access. While the antitrust framework is less developed than in some Western jurisdictions, authorities are paying closer attention to potential market dominance resulting from the consolidation of studios, broadcasters and streaming services. Parties to major transactions are now more frequently required to address regulatory concerns and obtain approvals to proceed.
Representations and warranties in M&A agreements have become more comprehensive, with a strong emphasis on outstanding obligations to talent, such as unpaid compensation, residuals and ongoing contractual commitments. There is also a trend toward including specific indemnities for unresolved disputes with talent or guilds, reflecting the influence of international best practices and the increasing complexity of cross-border talent arrangements.
Entertainment transactions are increasingly shaped by the integration of emerging technologies, such as artificial intelligence, virtual reality and advanced digital distribution platforms. Acquirers are seeking assets that offer technological innovation or unique digital capabilities, and due diligence now routinely covers issues related to AI-generated content, data privacy and the licensing of digital assets for new media formats.
In summary, the past 12 months have seen the UAE’s entertainment and media transaction landscape evolve rapidly, with increased cross-border activity, a focus on IP and talent rights, and the adoption of new financing and ownership models. Regulatory oversight and the integration of emerging technologies are also shaping deal structures, positioning the UAE as a dynamic and attractive jurisdiction for media and entertainment investment.
In the UAE, business volume is growing across several dynamic segments of the media and entertainment sector, driven by digital transformation, regional investment and evolving audience preferences.
OTT Streaming
Long-form streaming platforms, both international (eg, Netflix, Disney+) and regional (eg, Shahid, Starzplay), continue to experience strong growth. There is a clear emphasis on original Arabic content and premium sports streaming, which are attracting substantial viewership and investment.
Video Gaming and eSports
The video gaming sector is expanding rapidly, with increased revenues driven by mobile and console gaming. E-sports is also emerging as a key format, supported by major tournaments and growing regulatory frameworks around age-appropriate and culturally compliant content.
Short-Form Video
High engagement platforms like TikTok, Instagram Reels, and YouTube Shorts are witnessing rapid growth. These formats are becoming central to content marketing and audience building, often feeding into long-form content strategies for larger platforms.
Immersive and Interactive Media
There is rising interest in VR/AR-based experiences, gamified storytelling, and interactive attractions, particularly in the context of live events and entertainment venues, offering new ways for audiences to engage with media.
Podcasts and Audio Streaming
While music streaming continues to dominate audio revenue, podcasting is an emerging genre, gaining traction among younger audiences and Arabic-speaking listeners. This format is increasingly being explored for branded content and audience engagement.
Theme Parks and Live Events
The UAE continues to invest in large-scale live entertainment and theme parks. These venues are integrating media formats like projection mapping, immersive theatre and branded interactive zones to enhance guest experiences.
These developments are accompanied by a rise in content partnerships and co-productions, particularly across OTT, gaming and podcasting, reflecting a maturing and increasingly localised media ecosystem.
Strategic Acquisitions
Media and entertainment companies are leveraging acquisitions and partnerships to access new technologies (such as AI-powered platforms), expand content offerings and build scale – especially in digital and streaming segments.
Direct-to-Consumer Models
The shift to subscription and hybrid monetisation models (combining advertising and subscriptions) is accelerating, with OTT platforms leading the way in direct audience engagement and data-driven content strategies.
Creator Economy and Influencer Deals
Influencers and content creators are striking exclusive deals with OTT platforms or launching their own production ventures, supported by robust digital payment and analytics infrastructure.
Regulatory Support for Transactions
The UAE government’s proactive regulatory approach, including streamlined licensing, content classification and incentives for creative professionals, has facilitated smoother and more frequent deal-making across the sector.
In the UAE, the film and television industry continues to grow, particularly with the support of government-backed initiatives (like Abu Dhabi’s twofour54 and Dubai Film and TV Commission) and increased regional content production for international platforms. Over the past year, several back-end participation structures have emerged or become more formalised, largely influenced by international models but adapted for local and regional dynamics. One prominent structure includes revenue-sharing models tied to platform distribution. As streaming services expand their regional presence, deals often include back-end participation based on net revenues from VOD platforms or licensing fees across MENA markets. For example, StarzPlay has more than doubled its revenue since partnering with Abu Dhabi Investment Office in 2022, reportedly exceeding AED370 million in 2024.
With regards to the aspects of back-end participation in film and television deals that most frequently trigger disputes, disputes around back-end participation in the UAE often stem from the following areas.
The UAE’s evolving media landscape, especially the shift from traditional cinema to digital and streaming platforms, has led to the emergence of non-traditional financing structures in film and television, supported by legal and regulatory developments across the UAE’s free zones.
Streaming Platform Co-Financing and Licensing Deals
With the rise of digital consumption, UAE-based production companies increasingly enter into licensing agreements with regional and global OTT platforms. These platforms sometimes act as co-financiers in exchange for “exclusive distribution rights”, typically governed by licensing contracts structured under the laws of media-free zones like twofour54 or Dubai Studio City. For instance, it was announced on 24 March 2025 that Warner Bros. Discovery is acquiring a minority interest in Dubai-based OSN Streaming Ltd, by investing USD57 million to obtain approximately one-third ownership in OSN Streaming, as part of its strategy to tap into the rapidly expanding entertainment market in the Middle East.
Government-Backed Grants
Entities such as the Abu Dhabi Film Commission and Dubai Film and TV Commission offer rebates and cash incentives to attract productions. The Abu Dhabi Film Commission introduced the region’s first production incentive, offering a competitive 35% cashback rebate on eligible productions. This includes feature films, television series, short-form content such as commercials, short films and music videos, as well as entertainment shows. The move from 30% to 35% rebate offering for qualified productions came into effect from 1 January 2025.
International co-productions involving UAE-based entities frequently face legal and operational complexities due to differences in legal systems (civil law versus common law), divergent contractual expectations and culturally specific business practices. From a UAE law perspective, these challenges are typically addressed through a combination of legal structuring, jurisdictional choices, and contractual clarity.
In short, UAE-based co-productions succeed when parties proactively mitigate legal and cultural differences through clear contracts, appropriate jurisdictional structures (often via DIFC/ADGM) and ongoing regulatory alignment.
Following the pandemic, risk allocation in large-scale production agreements in the UAE has shifted to address new uncertainties. Force majeure clauses have been expanded to explicitly cover pandemics and government-imposed shutdowns, and there is greater emphasis on insurance coverage for production delays and health-related liabilities. Producers are also more likely to require cast and crew to adhere to strict health and safety protocols, with contractual provisions outlining responsibilities and consequences for non-compliance.
While the UAE does not have the same unionised structure as Hollywood, recent global union strikes (such as those by SAG-AFTRA and the WGA) have influenced local contract terms, especially for international co-productions. There is increased attention to minimum compensation, credit attribution and working conditions for writers, actors and directors. Studios and producers are also more cautious about including provisions that address potential work stoppages and the impact of foreign union actions on local productions.
Looking ahead, the global trend of union activism is likely to encourage greater advocacy for talent rights in the UAE, particularly as the local industry matures and attracts more international talent. This may gradually shift the balance of power, prompting studios to adopt more transparent and equitable contract terms to attract and retain top-tier talent.
Non-traditional content creators such as podcasters and YouTubers in the UAE are not facing traditional guild or union issues as seen in some Western markets. Instead, their main challenges stem from regulatory and licensing requirements under the UAE’s updated media laws.
Key points to note are the following.
Guilds and Unions
There are no established guilds or unions for digital content creators in the UAE, and collective bargaining is not part of the current landscape. The regulatory environment is shaped by government policy rather than labour organisations.
Licensing and Compliance
The major issue for creators is the need to comply with the UAE’s new media law issued by Federal Decree No 55 of 2023, which requires both a commercial (trade or freelance) licence and a media licence from the UAE Media Council for anyone earning revenue from content creation. This applies to all monetised activities, including YouTube AdSense, sponsored posts and affiliate marketing.
Uncertainty and Adaptation
Creators are concerned about the scope of what constitutes “media activity” and the risk of accidental violations, as the regulatory framework continues to evolve. Many are seeking clarity and adjusting their business structures to remain compliant.
Penalties and Enforcement
Non-compliance can result in substantial fines (up to AED1 million). The law applies even to those operating within UAE free zones, and enforcement is active and ongoing.
Government Support
While there is no unionisation, the UAE government has launched initiatives like the Creators HQ to support and empower content creators, focusing on building a sustainable content economy rather than collective labour representation.
By way of background, corporate tax was introduced in the UAE by virtue of Federal Decree Law No 47 of 2022 (as amended) (the “CT Law”) and came into effect on 1 June 2023. Under the CT Law, corporate tax generally applies at a rate of 9% on taxable income exceeding AED375,000 in relation to resident and non-resident persons.
The UAE does not currently offer “tax incentives” and it remains to be seen if any incentives may be implemented in the future. Nevertheless, the UAE’s corporate tax regime does offer certain relief and exemptions such as small businesses relief, tax loss relief and the Qualifying Free Zone Person status (which may entitle a juridical entity to a beneficial corporate tax rate of 0% on Qualifying Income – provided the entity meets certain prescribed conditions as set out in the CT Law).
Other Free Zone Benefits
Separately, media free zones such as twofour54 (Abu Dhabi), Dubai Studio City and Fujairah Creative City offer significant regulatory and economic incentives. For example, these incentives may include licensing, IP protection measures and employment visa facilitation, which are aimed to reduce logistical friction for producers.
Furthermore, while not a tax incentive, there is a production rebate scheme administered by the Abu Dhabi Film Commission (ADFC) under the authority of the Department of Culture and Tourism. The rebate operates as a form of financial support. Eligible productions enter into formal agreements with ADFC, which outline the qualifying expenditures, audit requirements and dispute resolution procedures. The scheme, now offering from 35% up to a 50% rebate on local spend based on a defined points system, has legal clarity and predictability that gives producers comfort in managing risk.
Generally, no tax incentives are provided specifically in relation to media productions in the region.
However, it is worth noting that the UAE boasts a wide double tax treaty (DTT) network. As of June 2025, the UAE has signed over 140 DTTs with countries across Europe, Asia, Africa and the Americas. This allows entities operating on a cross-jurisdictional basis to potentially benefit from relief afforded under the relevant DTTs for the avoidance of double taxation.
In addition, the UAE’s corporate tax rate (notwithstanding relief and other exemptions) is 9% on taxable income. For comparison purposes, in the KSA, the income tax rate applicable to foreign entities established in KSA (or entities ultimately owned by non-GCC nationals) is 20% on taxable income.
Compliance Considerations
From a tax perspective, producers will need to bear in mind tax compliance obligations if operating in the UAE (eg, registering for corporate tax, filing corporate tax returns on an annual basis with the UAE Federal Tax Authority and complying with transfer pricing rules where applicable).
Moreover, the UAE has recently implemented the Global Minimum Tax rules (OECD Pillar Two BEPS project). The UAE Ministry of Finance has announced that the domestic minimum top-up tax of 15% would apply to UAE entities which belong to large multinational enterprise (MNE) group (ie, annual consolidated revenue exceeding EUR750 million), with effect from 1 January 2025.
Entities operating on a cross-jurisdictional basis may potentially benefit from relief afforded under the large network of DTTs available in the UAE for the avoidance of double taxation.
For completeness, entertainment companies seeking to operate in the UAE take the following into consideration.
There are currently no notable trends in co-financing between private investors and government-supported funds for entertainment projects.
The UAE is actively developing its legal framework to address copyright ownership for content created by artificial intelligence. Current laws generally require human authorship for copyright protection, which creates challenges for AI-generated works. As a result, there is ongoing debate about whether the rights should vest in the developer, the user, or remain unprotected. Enforcement is further complicated by the absence of clear legislative guidance, making it difficult to pursue infringement claims for AI-generated content.
Recent legal developments in the UAE regarding AI in entertainment content creation are characterised by significant uncertainty and the absence of clear judicial precedents. The core legal challenges centre on intellectual property (IP) rights, copyright ownership and liability for AI-generated works.
The UAE Copyright Law and the DIFC IP Law protect original works and computer programs, but neither explicitly addresses authorship or ownership of content generated autonomously by AI. This creates uncertainty over whether the developer, user or another party holds rights in AI-generated entertainment content.
As of mid-2025, there are no reported UAE court decisions or high-profile ongoing cases that specifically resolve disputes over AI-generated entertainment content or clarify ownership and infringement issues. The legal community recognises the urgent need for legislative updates to address these gaps.
Companies are increasingly relying on detailed contracts to allocate IP rights, define permitted uses and address confidentiality and non-compete obligations regarding AI-generated content. This is seen as a practical interim solution until legislative reforms or judicial precedents emerge.
The new UAE Media Law introduces stricter compliance and licensing requirements for digital content creators, however, it does not specifically address IP disputes arising from AI-generated entertainment content. In the absence of specific AI provisions, existing frameworks apply. The Civil Transactions Law and the Penal Code provide for liability based on control and intent, meaning that the party controlling the AI system may be held liable for harm or infringement caused by AI-generated works. However, how courts would apportion responsibility among developers, users and other stakeholders in complex AI scenarios remains untested in practice.
Licensing of footage and other content for use in training generative AI models is an emerging issue. In the UAE, there is growing awareness of the need to secure appropriate licences and address the potential for copyright infringement when using third-party materials to train AI systems. Content owners are increasingly including specific provisions in their licensing agreements to govern the use of their works in AI training, reflecting a broader trend toward greater contractual clarity and risk mitigation.
As streaming platforms gain traction in the UAE and across the broader MENA region, there is increased awareness among talent and production professionals about international practices, including residuals. However, in the absence of union-driven frameworks, residual arrangements, if any, are typically negotiated on a case-by-case basis, often for higher-profile productions or co-productions involving international partners.
There is also growing contractual sophistication, with some local production houses including terms that mimic residual-like compensation for digital exploitation (eg, a percentage of revenue from online distribution), particularly when dealing with cross-border content licensing or distribution on global platforms like Netflix or Shahid.
In the UAE, there is no single legislative framework that specifically governs revenue-sharing arrangements for digital-first content. Instead, such arrangements are governed by general contract law under Federal Law No 5 of 2022 on the Civil Transactions Law of the United Arab Emirates State, which offer flexibility but little sector-specific guidance. This can pose challenges, particularly in complex multi-party deals involving content creators, platforms, advertisers and distributors. As a result, revenue-sharing models must be negotiated on a case-by-case basis, often with the assistance of experienced counsel.
In the UAE, in-season stacking of ongoing television series on related streaming platforms, where not expressly permitted in the underlying licence agreement, is generally not allowed under UAE law by default. The UAE follows a strict contractual interpretation approach under its Federal Law No 5 of 2022 on the Civil Transactions Law of the United Arab Emirates State, meaning rights must be explicitly granted; they are not implied. Additionally, under the Federal Decree Law No 38 of 2021 on Copyright and Neighbouring Rights, streaming constitutes a distinct form of exploitation (“making available to the public”) and requires separate authorisation. Therefore, unless the original licence includes digital or streaming rights, in-season stacking may risk infringement or breach of contract.
Labour unions and creative guilds in the UAE do not currently operate within the media and entertainment sector in the same way as they do in jurisdictions such as the US or Europe. As such, there is no direct union-led influence on the cost of content distribution for streamers, including in areas such as minimum pay scales, residuals or collective bargaining for digital distribution rights.
M&A transactions involving entertainment companies in the UAE commonly raise legal issues related to the valuation and transfer of intellectual property rights, the assignment of talent contracts and the due diligence process for film and television libraries. Particular attention is paid to the chain of title for content assets, as well as the potential for undisclosed liabilities arising from past agreements or unresolved disputes.
For film or TV library sales, it is critical to verify the chain of title for each work. This includes confirming that all copyrights, distribution rights and underlying agreements (with writers, directors, actors and composers) are valid, assignable and free from encumbrances or third-party claims. Any gaps or disputes in the chain of title can delay or derail a transaction, or expose the buyer to future litigation.
Legal issues in UAE entertainment M&A, especially for film or TV libraries, centre on merger control compliance, clear title and rights verification, contractual restrictions, ongoing royalty obligations, tax and economic substance rules, digital rights and free zone regulations. Early and thorough due diligence, combined with proactive regulatory engagement, is essential for a successful transaction.
While the UAE does not have the same level of antitrust scrutiny as some Western jurisdictions, the combination of media companies, studios and streaming platforms can raise competition concerns, particularly if the transaction could lead to market dominance or restrict access to key distribution channels. Regulatory approval may be required for larger transactions, and parties must be prepared to address questions about market impact and consumer choice.
Representations and warranties in M&A deals are tailored to address potential liabilities in talent agreements, such as outstanding compensation, residuals and claims for breach of contract. Buyers typically seek assurances that all necessary rights have been secured and that there are no pending disputes with talent or guilds that could affect the value of the acquired assets.
When advising on entertainment M&A transactions, it is crucial to conduct thorough due diligence on talent contracts and legacy IP rights. This includes verifying the scope and duration of rights granted, identifying any reversionary interests and assessing the risk of third-party claims. Special attention is given to the treatment of moral rights, which are recognised under UAE law and can impact the ability to exploit acquired content in new markets or formats.
Additionally, comprehensive review of all talent agreements is essential. This includes examining exclusivity clauses, change-of-control provisions, termination rights and any contingent compensation (such as royalties or profit participation). Identifying critical personnel risks where specific individuals are central to the business, is crucial, as their departure post-transaction can affect asset value.
It is important to confirm that all necessary rights (including adaptation, distribution and digital exploitation) are included and that no prior agreements limit future use or monetisation, especially in light of evolving distribution channels and new technologies such as AI.
Furthermore, many talent contracts contain clauses that restrict assignment or require consent in the event of a merger or acquisition. Early engagement with talent and their representatives can help secure necessary consents and avoid post-closing disputes.
In summary, addressing talent contracts and legacy IP rights in UAE entertainment M&A requires robust due diligence, proactive engagement with stakeholders and a clear understanding of both contractual and regulatory complexities.
Profit-sharing arrangements in the media and entertainment sector are governed primarily by contractual terms, as there is no statutory framework that mandates specific audit rights or revenue reporting obligations in such contexts. As a result, transparency and audit provisions are typically negotiated on a case-by-case basis. Well-drafted contracts will often include audit clauses, granting profit participants access to financial records at specified intervals, along with rights to appoint independent auditors and resolve discrepancies. However, the inclusion and scope of such clauses vary widely, depending on the bargaining power of the parties involved.
That said, as international co-productions and performance-based compensation models become more common in the UAE, especially in media free zones like twofour54 and Dubai Media City, there is growing emphasis on transparency mechanisms. These include contractual reporting obligations, dispute resolution clauses and simplified audit processes to improve accountability in revenue splits and back-end participation.
Non-compete clauses are enforceable in the UAE entertainment sector, but only under specific legal conditions. Under Federal Decree Law No 33 of 2021 regarding the Regulation of Employment Relationships, such clauses must be limited in scope, duration and geographic reach, and must be necessary to protect the employer’s legitimate business interests. For example, a production company or broadcaster may restrict key talent from working with competitors post-termination, but only if the restriction is proportionate and justified.
UAE courts assess these clauses carefully and are unlikely to enforce them if they are too broad or vague. In the media and entertainment context, non-competes are more likely to be upheld where the individual holds a high-profile or strategic role, or has access to confidential or commercially sensitive information. For freelancers and contractors, enforceability hinges on how clearly and narrowly the restriction is defined in the contract.
Emerging technologies such as AI, virtual reality (VR), and augmented reality (AR) are beginning to influence how entertainment contracts are structured in the UAE. While still at an early stage compared to more mature markets, these technologies are prompting parties to include specific clauses addressing rights to AI-generated content, use of performer likenesses in immersive environments and ownership of data or digital assets created in virtual spaces.
As these technologies are increasingly deployed across streaming gaming, and branded content formats, UAE-based contracts, especially in free zones like Dubai Media City and twofour54, are evolving to anticipate their legal and commercial implications.
Forming an entertainment production company in the UAE involves several key legal considerations. The first step is selecting an appropriate business structure and licensing jurisdiction. Most media production companies operate through free zone entities (eg, twofour54 in Abu Dhabi, Dubai Media City or Fujairah Creative City), which offer 100% foreign ownership, simplified licensing and sector-specific regulations.
While the UAE does not have guilds or unions governing the entertainment industry in the traditional sense, international co-productions may still require compliance with foreign guild or union rules (eg, SAG-AFTRA, WGA), especially if distribution is intended for regulated markets like the US. Contracts should therefore clearly address performer rights, working conditions and payment standards if union-affiliated talent or crew are involved.
From a liability perspective, setting up a limited liability company (LLC) or its equivalent in a free zone is essential for protecting the owners’ personal assets. Additional legal protections include comprehensive insurance coverage (eg, production liability, errors and omissions insurance), clear IP ownership agreements and well-drafted contracts with cast, crew and vendors to mitigate operational and reputational risks.
FAST (free ad-supported streaming television) channels differ from traditional AVOD (ad-supported video on demand) and SVOD (subscription video on demand) platforms in several key legal and business respects within the UAE media landscape. Legally, FAST models operate more like linear broadcast services, often requiring specific licensing or regulatory approvals under UAE media laws, particularly if they curate scheduled programming. This can entail compliance with content classification, advertising standards and possible quota obligations that differ from on-demand services.
In contrast, AVOD and SVOD platforms typically function under digital content licensing agreements with rights-holders, focusing on on-demand access without fixed scheduling. AVOD monetises content through ads but usually offers more viewer control, while SVOD relies on subscription revenue and involves distinct contractual terms related to exclusivity and windowing.
Contracts for talent in interactive entertainment formats, such as Netflix’s “Bandersnatch”-style content, should be carefully tailored to reflect the unique nature of the performance and usage rights involved. Given the non-linear and branching storytelling, contracts must clearly specify the scope of rights granted, including use across multiple narrative pathways, viewer choices and platforms.
Compensation models often go beyond traditional flat fees or per-episode payments to include provisions for additional usage or extended exploitation, such as rights to interactive elements, alternate endings and derivative works. Generally, contracts should also address moral rights waivers, consent for digital manipulation and potential participation in revenue-sharing or residuals tied to the content’s digital performance.
In the UAE, where union frameworks are limited, these terms rely heavily on contractual negotiation and clarity to protect both talent and producers. Careful drafting is essential to avoid disputes over usage scope and ensure fair remuneration aligned with the innovative format.
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