The rights you think you have: five legal stress tests for a more resilient business

Resilience is not only about cash reserves, backup servers or alternative suppliers. It also depends on whether a company’s legal rights and permissions still work when the business is under pressure.

By: Maroun Abou Harb, Associate at BSA LAW

Resilience is discussed as an operational or financial discipline. Businesses test liquidity, back up systems and diversify supply chains. Yet every continuity plan rests on legal infrastructure: licenses, delegated authorities, contracts, data permissions, employment arrangements, security rights and evidence.

That infrastructure can fail when needed most. The replacement supplier cannot be appointed without third-party consent. Customer data cannot lawfully be moved to the backup provider. An insurance claim is compromized by late notification. A guarantee was signed incorrectly. The company owns a platform, but not all of its intellectual property.

The most dangerous legal risk is not the missing clause. It is the right management assumes the business has, but cannot use.

In the UAE, the Central Bank’s 2026 Operational Risk Management Regulation now requires licensed financial institutions to implement a comprehensive operational risk and resilience proecedure. The principle is valuable for every company: identify what must continue, locate the legal points of failure and test them before disruption does.

1. Can the business lawfully act?

Start with corporate authority, check that licenses match actual activities, constitutional documents reflect the ownership and governance structure, and beneficial-owner, shareholder and director records are accurate. Review reserved matters, signing matrices, powers of attorney and banking mandates.

A deal, borrowing or emergency payment can stall because the authorized signatory is unavailable, a power has expired or an approval threshold was misunderstood. Group companies should confirm which entity employs people, owns assets, contracts with customers and receives revenue.

Run this scenario: if the chief executive and chief financial officer were unreachable tomorrow, who could bind the company, access its accounts and appoint an alternative supplier? If the answer is uncertain, the business has a legal single point of failure.

• Which contracts become dangerous under stress?

Most contract reviews examine value and liability. A resilience review asks a different question: what happens when performance is interrupted?

Build a heat map of critical customer and supplier contracts, ranked by operational importance and consequence of failure. For each, test termination and suspension rights, force majeure and change-in-law provisions, service levels, price-adjustment mechanisms, liability caps, indemnities, insurance, governing law and dispute forum, subcontracting, assignment and change-of-control restrictions. Check notice methods and cure periods; a valuable right can disappear if a notice is sent late or to the wrong address.

Then examine optionality, can the company use a replacement supplier, obtain transition assistance, retrieve its data in a usable format and continue using essential intellectual property? Is there a source-code escrow or step-in mechanism where appropriate?

The aim is not to renegotiate every contract. It is to know which five contracts could stop the business and to fix those first.

• Can technology fail without the legal part failing too?

A technical recovery plan is incomplete if the contracts do not support it. Cloud, payment, telecommunications and managed-service arrangements should align promised recovery times with the company’s tolerance for disruption. Audit rights, incident cooperation, subcontractor controls, data-location commitments and exit assistance should be tested.

The incident playbook must allocate legal decisions. Who determines whether regulators, customers, insurers or affected individuals must be notified? Who preserves evidence and engages external advisers? How will legal privilege or professional confidentiality be preserved? A cyber incident moves quickly; ambiguity over decision-making wastes the hours that matter most.

Conduct an exercise with management, technology, legal, communications and finance. Introduce a realistic vendor outage or data breach and follow the contracts: who calls whom, what must be notified, and what can actually be recovered?

• Does the company know what data and technology it is using?

Across the GCC, privacy and cybersecurity regimes increasingly regulate how data is collected, processed, retained, transferred and protected. A company cannot comply, or recover confidently, without knowing where its data goes.

Create a data map covering customers, employees, vendors and website users. Record the purpose and legal basis for processing, storage location, access rights, retention period, cross-border transfers and third-party processors.

The same exercise should include artificial intelligence, by identifying public and embedded AI tools, the information supplied to them, the outputs relied upon and the human review applied. Confidential information, personal data and third-party intellectual property should not enter a tool because an employee can access it. An approved-use policy, procurement review and output-verification process are proportionate safeguards.

• Can the company protect value when conditions deteriorate?

Management should monitor covenant breaches, unpaid taxes, overdue receivables, expiring insurance, threatened claims and counterparties showing signs of insolvency. The legal team should know which rights permit suspension, security enforcement, contract termination or protective court relief, and whether exercising them could create risk.

People and intellectual property also require continuity planning. Confirm that employment and consultancy terms contain appropriate confidentiality, invention-assignment and post-termination protections, tailored to the governing law. Identify key-person dependencies, succession gaps and access held by departing staff. Register intellectual property where appropriate and maintain evidence of creation and ownership.

Business needs also to review insurance as a contract, not a certificate. Map material risks to coverage, exclusions, deductibles, notification deadlines and consent requirements. The policy is only useful if the company knows how to activate it.

In brief, the output should be that for every critical risk, record the business service affected, relevant entity and contract, responsible owner, required action, deadline and escalation threshold.

Report the highest exposures to the board and repeat the exercise after major acquisitions, restructurings, regulatory changes or technology deployments.

A focused review can produce four useful assets:

1. an authority and obligations calendar;
2. a critical-contract heat map;
3. a data and AI inventory; and
4. a tested incident playbook.

No company can remove disruption. It can, however, remove the uncertainty surrounding who may act, what must be done and which rights remain available.