A board meeting can appear perfectly valid on paper and still fail legally. The directors attended, the majority approved the matter, the resolution was signed, and management proceeded as if the issue had been settled. Then the problem surfaces later. The agenda was not circulated properly. The quorum was defective. A conflicted director voted when they should have abstained. The resolution was never completed in the form required for official use. What seemed like a completed corporate act becomes vulnerable to challenge.
At Omam Legal Consultancy, we regularly advise that board meetings should never be treated as procedural formalities. In Dubai, they are legally significant corporate events. The legal strength of a board decision depends not only on the substance of the decision, but also on how the meeting was convened, how the agenda was structured, whether conflicts were handled correctly, and whether the final resolution was drafted in a form that can actually be relied upon by a bank, government authority, notary, or court.
This is where many companies go wrong. They focus on the outcome they want and not enough on the meeting process that must support it. Under UAE law, a board resolution is only as strong as the meeting behind it. If the process is defective, the decision may be challenged, delayed, rejected, or declared voidable — at precisely the moment when the company most needs the resolution to work.
This guide explains how board of directors meetings in Dubai should be structured, what governance risks commonly arise, how valid board resolutions are drafted under UAE law, and what specific requirements apply when resolutions must be used before banks, registrars, and government authorities.
Why Board Meeting Procedure Is Legal Risk Management, Not Administrative Paperwork
The practical difference between a properly structured board meeting and a casually managed one is easier to see in concrete terms. A weak agenda creates challenge risk. A defective quorum invalidates the meeting. An unrecorded conflict creates personal director liability. A poorly drafted resolution makes the decision unusable for the purpose it was intended to serve. Each of these failures is preventable — and each consistently appears at the worst possible moment in a transaction, regulatory filing, or dispute.
| Meeting Element | When Done Properly vs When Done Poorly |
| Convening the meeting | Properly: directors notified in time; meeting rests on valid procedural footing. Poorly: open to challenge from the outset |
| Agenda design | Properly: directors informed of exactly what they are approving. Poorly: decisions challenged for lack of proper notice |
| Quorum | Properly: meeting can validly transact business. Poorly: resolutions may fail on procedural grounds |
| Conflict management | Properly: interested directors identified and restricted. Poorly: personal liability and decision vulnerability |
| Minutes and resolutions | Properly: defensible legal record created. Poorly: banks, regulators, or courts may reject the outcome |
| Post-meeting formalities | Properly: resolution can be used effectively. Poorly: delays, rejection, and implementation risk increase |
This is why board procedure is not a clerical exercise. It is legal risk management — and it determines whether the company’s corporate decisions are actually usable in the real world.
The Legal Framework Governing Board Meetings in Dubai: Federal Decree-Law No. 32 of 2021
For mainland UAE companies, the primary legal framework for board meetings is Federal Decree-Law No. 32 of 2021 on Commercial Companies. That law provides the overarching governance rules applicable to joint-stock companies, limited liability companies, and other commercial entities registered on the mainland. The company’s own Memorandum of Association and Articles of Association then determine important operational details — including specific notice periods, quorum thresholds, approval mechanics, and any enhanced voting requirements for particular categories of decision.
For public joint-stock companies, corporate governance regulations impose additional requirements including board composition, independence standards, and mandatory governance documentation. For limited liability companies, the federal law and the company’s constitutional documents together define the governance framework for the board of managers or equivalent management body.
Free Zone Companies: DMCC, Jafza, and Others
For companies established in free zones such as DMCC or Jafza, the legal analysis must also take into account the applicable free zone regulations and the specific filing requirements of the relevant free zone authority. Free zone governance frameworks typically apply alongside the company’s own constitutional documents, and the requirements for board resolutions — including format, supporting documents, and authority verification — may differ from the onshore mainland framework.
DIFC Companies: A Separate Legal Framework
For DIFC-incorporated entities, a distinct legal regime applies. Board procedures in DIFC companies must be assessed under the relevant DIFC Companies Law and the company’s own articles of association. The DIFC framework has its own requirements for director duties, meeting procedures, conflict of interest management, and resolution formalities. A resolution valid under the DIFC framework may need supplementary steps before it is accepted by an onshore UAE authority, and vice versa.
This is why there is no universally safe generic board resolution template. The legal form of the company, its constitutional documents, the applicable free zone or financial free zone framework, and the authority before which the resolution will be used all determine what a valid resolution must contain.
The First Rule: Is This Actually a Board Matter Under UAE Law?
Before drafting any board resolution, the most important legal question is whether the proposed decision falls within the board’s authority at all. This check is frequently overlooked — and it is one of the most consequential governance mistakes a UAE company can make.
Under UAE corporate law and the company’s constitutional documents, certain matters are reserved for shareholders and cannot be validly approved by the board alone. These typically include: amendments to the Memorandum or Articles of Association; increases or reductions in share capital; mergers, acquisitions, and dissolution; appointment or removal of auditors; and other fundamental corporate actions specifically reserved to the general assembly.
Board decisions — by contrast — typically cover operational and management matters: approving contracts within delegated authority limits, appointing authorised signatories, executing financing arrangements, authorising litigation steps, ratifying commercial transactions, and implementing decisions previously approved at shareholder level. If the matter belongs to shareholders under the law or the constitutional documents, the most carefully drafted board resolution will still fail because the wrong corporate body approved it.
Board Meeting Agenda Design: The Legal Significance of What Gets Listed
A weak agenda is one of the most common and most avoidable sources of legal and governance risk in Dubai board meetings. Many companies treat the agenda as a scheduling attachment. Legally, it is much more than that. The agenda defines the matters the board is being asked to consider, forms part of the notice framework, and determines whether directors were properly informed before they voted.
A decision taken on a matter omitted from the agenda, or described too vaguely to put directors on proper notice of what they were approving, may later be challenged for lack of proper notice. That is why agenda design is a legal exercise, not an administrative one. The agenda should be specific enough for directors to understand what they are being asked to approve, and carefully framed so that later nobody can credibly argue the issue was hidden, misdescribed, or outside the scope of what was properly before the board.
| Agenda Function | Why It Matters Legally |
| Identifies each substantive matter clearly | Protects informed director approval and reduces challenge risk |
| Signals whether each item is for discussion or formal approval | Reduces ambiguity in the meeting record and the resolution |
| Creates space for conflict review before voting | Helps identify restricted voting situations in advance |
| Organises material in a logical, numbered sequence | Improves record-keeping and defensibility of the meeting |
| Distinguishes board matters from shareholder matters | Prevents use of wrong approval body for reserved decisions |
A director who receives a vague or incomplete agenda and has concerns should not remain silent. A timely written objection before the meeting is significantly safer than raising the procedural issue only after the decision becomes controversial.
Quorum for Board Meetings in Dubai: The Legal Gatekeeper of Decision Validity
Quorum is not simply a headcount. It is the minimum valid participation level required for the board to transact business. If quorum is not met, the board is not legally constituted to make decisions — and resolutions passed without quorum are defective from the outset, regardless of how many directors subsequently sign them.
The applicable quorum requirement comes from the company’s constitutional documents and the relevant law. For public joint-stock companies, a valid meeting generally requires a majority of board members present, whether attending physically or virtually. For other company types, the precise threshold may differ and must be confirmed against the constitutional documents.
| Quorum Question | Why It Matters |
| How many directors are required under the constitutional documents? | Determines whether the meeting can validly proceed at all |
| Are any directors conflicted on a specific item? | A conflicted director may not count toward quorum for that item |
| Is virtual attendance permitted by the constitutional documents? | Affects the validity of remote participation if not properly supported |
| Is the board acting during a caretaker or transitional period? | May affect the defensibility of major strategic decisions |
| Has the required notice been given to all entitled directors? | Insufficient notice may entitle an absent director to challenge the meeting |
One critical point that companies consistently miss: quorum must be assessed item by item where conflicts exist. A director with a disqualifying personal interest in a proposed transaction may not be counted for that specific agenda item, even if they are present in the room and count toward quorum for other items. Calculating quorum as if every director present counts for every decision is an error that can invalidate specific resolutions even where the overall meeting was otherwise properly constituted.
Director Conflicts of Interest in UAE Board Meetings: Disclosure, Abstention, and Personal Liability
Conflict of interest management is one of the most legally significant aspects of Dubai board governance. A director who has a personal or financial interest in a proposed transaction must disclose that interest before the vote, and the disclosure must be reflected in the board minutes. The conflicted director is not free to vote as if no conflict exists. Depending on the nature and extent of the conflict, their participation may be restricted, and their presence may not count toward quorum for that resolution.
This is not a procedural nicety. It is a liability issue with direct consequences. Under UAE Commercial Companies Law, directors may be personally liable for fraud, abuse of authority, mismanagement, and breaches of legal and constitutional duties. A director who votes on a conflicted matter — particularly one resulting in loss to the company or its shareholders — may face claims that extend beyond the corporate veil and affect their personal assets.
| Situation | Safer Approach | Riskier Approach |
| Director has a personal interest in the transaction | Disclose the interest, record it in the minutes, abstain from voting, and adjust quorum if necessary | Participate silently and vote as if no conflict exists |
| Decision may benefit a company in which a director holds shares | Seek prior legal advice, establish an independent approval path, and record all disclosures formally | Assume the board can overlook the overlap informally |
| Related-party transaction is proposed | Obtain required approvals, document the commercial rationale, and ensure the transaction is on arm’s length terms | Approve quickly without formal disclosure or independent review |
| Minutes are being prepared after the meeting | Record each disclosure, abstention, and the adjusted quorum position clearly | Leave conflict management issues unrecorded or described vaguely |
A well-run board does not hide conflicts. It manages them openly, precisely, and with a clear documentary record that protects both the company and the individual directors.
Common Governance Risks in Dubai Board Meetings That Create Legal Vulnerability
In practice, governance failures in Dubai board meetings are highly repetitive. The same problems appear with regularity: short or defective notice, vague agendas, incorrect quorum calculations, missing conflict disclosures, incomplete minutes, and decisions taken by the wrong corporate body. These are not abstract concerns. They are precisely the procedural defects that become evidence in a shareholder challenge or a bank rejection.
| Scenario | Casual Company Approach | Legally Structured Approach |
| Notice | Sent quickly without checking constitutional documents | Timed and delivered after legal review of the specific notice requirements |
| Agenda | Broad and vague, listing general topic areas | Clear, itemised, and aligned with the specific approvals intended |
| Conflicts | Assumed to be manageable informally or not addressed | Reviewed and formally documented before voting takes place |
| Quorum | Counted at a glance without item-specific analysis | Verified carefully, especially for items where conflicts may affect the count |
| Resolution drafting | Prepared quickly after the meeting without considering end-use | Drafted in advance with the specific bank, authority, or counterparty requirement in mind |
| Minutes | Generic summary of what was discussed | Detailed legal record including voting positions, disclosures, and abstentions |
That difference is consistently what separates a legally usable board decision from a vulnerable one.
Drafting Valid Board Resolutions in Dubai: What Banks, Registrars, and Authorities Actually Require
A board resolution is not simply a note that the board agreed on something. It is the formal legal record of what was approved, by whom, in what governance context, and for what stated purpose. A strong resolution must do more than accurately capture the substance of the decision — it must be drafted in a form that the authority receiving it will actually accept.
Many companies underestimate this practical dimension of legal drafting. A resolution may be substantively correct and still be rejected because it lacks proper signatures, notarisation, a certified Arabic translation, adequate authority identification, or the specific structural elements required by the receiving institution.
| Resolution Element | Why It Matters |
| Date and clear meeting identification | Anchors the resolution to a valid, identifiable corporate meeting |
| Names, positions, and authority of attendees | Supports authority verification and quorum confirmation |
| Explicit quorum confirmation | Shows the board was legally constituted to make the decision |
| Precise purpose text with no ambiguity | Prevents challenge or misinterpretation of what was actually approved |
| Voting result with named abstentions | Shows how the decision was adopted and whether any conflict affected the vote |
| Signature and execution formalities | Makes the resolution usable and verifiable in the real world |
| Arabic text or certified Arabic translation | Required for use before UAE courts, government bodies, and most authorities |
What Banks Require from a Board Resolution in Dubai
Banks processing corporate banking mandates, signatory changes, financing approvals, or account opening requests typically require notarized board resolutions that include: the company’s current trade licence details; confirmation of the authorised signatory’s identity and scope of authority; and a clear statement of what the signatory is authorized to do. Many UAE banks also require the resolution to be accompanied by the company’s current constitutional documents. A resolution without these elements will typically be rejected regardless of how clearly the internal approval was recorded.
What Government Authorities and Registrars Require
Government authorities — including the Department of Economy and Tourism, free zone registrars, and the Dubai Land Department — often require resolutions in notarized Arabic or bilingual form, accompanied by specific supporting documents that vary by authority and transaction type. A board resolution filed for a corporate amendment, property transaction, or licensing matter must be structured with the receiving authority’s specific documentary requirements in mind from the drafting stage. Filing a resolution that meets the internal governance standard but not the external filing standard creates delay and cost that is entirely avoidable.
What Courts and Notaries Require
For resolutions submitted in connection with litigation support, enforcement proceedings, or notarization procedures, the standard of documentary completeness is higher still. Courts examine the procedural record — including notice, attendance, quorum confirmation, and the explicit text of what was approved — not just the outcome. A resolution that omits any of these elements may be challenged by an opposing party or queried by the notary at the time of notarization.
Written Board Resolutions vs Formal Board Meetings in Dubai: When Each Is Appropriate
Some companies prefer written or circular resolutions — resolutions circulated by email and signed by directors without a formal meeting being convened. That approach may be possible, but only where the company’s constitutional documents expressly permit it and the applicable law does not require a formal meeting for the category of decision in question.
When Written Resolutions Work
Written resolutions are most appropriate for straightforward operational approvals where all directors are willing to sign without discussion, where no conflict of interest issues need to be managed at a meeting, and where the receiving authority will accept a written resolution in lieu of formal meeting minutes. For routine signatory updates, minor commercial authorisations, and low-risk approvals, this approach can save time without creating legal risk.
When Written Resolutions Create Risk
Written resolutions should not be used for complex or contested decisions, for decisions where quorum management is sensitive, for matters where conflict disclosures need to be formally recorded, or where the constitutional documents require a meeting to be convened. A written resolution that lacks the procedural record of a formal meeting — confirmed attendance, quorum, voting positions — is typically harder to defend if challenged.
The External Acceptance Problem
Even where a written resolution is internally valid, it may still be rejected by a bank, notary, registrar, or authority that expects formal meeting minutes showing quorum, attendance, voting mechanics, and the full procedural record. For this reason, the correct format depends not only on what the company can do under its internal rules, but on how and where the final document will be used. When in doubt, a formal meeting record is almost always the safer choice.
What Directors Cannot Lawfully Do Under UAE Company Law
The law does not only prescribe what directors should do. It draws clear limits around what they cannot do — and crossing those limits creates both governance risk for the company and personal liability exposure for the individual director.
Vote on Conflicted Matters
A director who has a personal interest in a proposed transaction — including a financial interest in a counterparty, a competing business involvement, or a related-party relationship — may not vote on that matter as if no conflict exists. Doing so may expose the director to personal liability claims, and may make the resolution vulnerable to challenge by shareholders, the company itself, or third parties who suffer loss as a result of the conflicted decision.
Act Outside the Scope of Board Authority
Directors must act within the limits of their authority as defined by the company’s constitutional documents, any shareholder resolutions that have delegated specific powers, and the applicable company law. Acting outside that authority — for example, approving a transaction that requires shareholder approval, or committing the company to an obligation that exceeds the board’s delegated limit — creates both the risk of invalidity for the specific act and potential personal liability for the director responsible.
Compete With the Company Without Required Approval
Directors may not engage in business activities that directly compete with the company’s business without obtaining the required approval from shareholders. Competing with the company in breach of this requirement is a recognised breach of director duty under UAE law and may give rise to claims for damages, disgorgement of profits, and other remedies.
Fail to Record Material Disclosures
The legal obligation to disclose conflicts and material interests is not satisfied by an informal verbal mention. The disclosure must be reflected in the board minutes in a form that creates a clear, verifiable record. A disclosure that was made verbally but not recorded creates an evidentiary gap that can be used against the director — or against the company — in later proceedings.
| Prohibited Action | Likely Legal Consequence |
| Voting on a conflicted matter without disclosure | Personal liability exposure and vulnerability of the resolution to challenge |
| Acting outside board authority | Potential invalidity of the act and damages claims against the director |
| Competing with the company without shareholder approval | Breach of duty, disgorgement of profits, and personal liability claims |
| Failing to record material disclosures in the minutes | Procedural defect, evidentiary weakness, and personal exposure in disputes |
| Disclosing confidential company information without authority | Breach of fiduciary duty and potential claims for resulting loss |
A Step-by-Step Legal Workflow for Dubai Board Meetings
The safest board meetings are not improvised. They are structured in a disciplined sequence that addresses governance risks before they materialise, not after a document has been rejected or a decision has been challenged.
Step 1: Review the Constitutional Documents and Applicable Law
The starting point for every board meeting is the company’s Memorandum of Association, Articles of Association, and any relevant shareholder agreements or governance documents. These determine notice periods, quorum requirements, voting thresholds, approval mechanics, and any specific restrictions on virtual attendance or written resolutions. For free zone companies, the applicable free zone regulations must also be reviewed.
Step 2: Confirm Whether the Matter Is a Board Matter or a Shareholder Matter
Before the meeting is called, the proposed agenda items should be tested against the constitutional documents and the applicable law to confirm that each item falls within the board’s authority. Any item that is reserved for shareholders should be removed from the board agenda and escalated to the appropriate approval body before the board meeting proceeds.
Step 3: Draft and Circulate the Notice and Agenda
The notice must be sent within the required time period and to all directors entitled to attend. The agenda should be specific enough to support the intended decisions and to put directors on proper notice of what they are being asked to consider. Draft resolutions should ideally be circulated with the notice so directors can review them before the meeting.
Step 4: Conduct a Conflict and Governance Risk Review
Before the meeting day, identify any director who has a personal interest in any agenda item. Confirm the conflict disclosure and abstention position for each affected item. Review whether the proposed resolutions create any regulatory, banking, or authority-specific documentary issues that should be addressed in the drafting before the meeting takes place.
Step 5: Prepare Draft Resolutions With End-Use in Mind
Draft resolutions should be prepared before the meeting, not constructed from scratch after directors have agreed. The draft should be structured with the specific receiving authority — bank, registrar, court, government body — in mind from the outset. A resolution intended for bank submission requires different structural elements from one intended only for internal governance records.
Step 6: Run the Meeting Properly and Record Everything
On the meeting day, verify quorum formally, record the names and positions of all attendees, confirm each director’s voting position on each item, document any abstentions and their reasons, and record any conflict disclosures in the meeting record. Do not summarise or omit information that may later be needed to defend the validity of the meeting.
Step 7: Finalise Minutes and Complete External-Use Formalities
After the meeting, finalise the board minutes promptly while the record is still accurate. For resolutions intended for external use, complete any required notarisation, certified Arabic translation, or attestation before submission. Maintain a complete corporate record — signed notices, agendas, attendance lists, minutes, and final resolutions — in an organised and accessible format.
Challenging a Board Decision in Dubai: How Courts and Regulators Assess Procedural Validity
If a board decision is challenged, the legal examination begins with process, not substance. The Dubai courts will examine the constitutional documents and the full meeting record — notice, agenda, attendance, quorum, disclosures, voting, minutes, and the final resolution text. If a material procedural defect is identified, the court may treat the decision as void or voidable, and may also consider damages claims against directors who acted in breach of their duties.
For public joint-stock companies, the Securities and Commodities Authority has an additional oversight role and may intervene in governance failures that affect the market or minority shareholders. The Department of Economy and Tourism may also be involved in governance disputes affecting the company’s registration or licensing status.
In practical terms, this means a challenged board decision is tested by evidence. Good meeting documents — properly timed notices, clear agendas, accurate minutes, recorded disclosures, and correctly executed resolutions — protect the company. Weak documents expose it. The investment in proper board governance is an investment in the company’s ability to defend its own decisions when they matter most.
Effective board governance should always be viewed within the wider corporate legal framework in which decisions are made and implemented. Areas such as UAE Corporate Governance for Directors, Shareholders, and Senior Executives and Corporate Structuring & Shareholding in the UAE play a fundamental role in defining authority, accountability, and decision-making boundaries, while practical processes like General Assembly Meeting Organization in Dubai ensure that shareholder-level approvals are properly structured and legally valid where required.
At the same time, companies must be prepared to navigate key governance events and higher-risk decisions with precision. This includes understanding Key Procedures Requiring a Special Resolution Under the Companies Law 2021, managing sensitive transitions such as Senior Executive Termination in the UAE, and addressing structural changes through The Legal Process for Removing Board Members in UAE Private Joint-Stock Companies. When aligned correctly, these elements form a cohesive governance system that strengthens legal defensibility, reduces dispute risk, and ensures that corporate decisions remain effective both internally and before external authorities.
Facing a challenge to a board decision or governance dispute at director level?
Early legal review of the meeting record and the resolution is the most effective way to assess the company’s position and identify whether corrective steps are available.
Frequently Asked Questions: Board of Directors Meetings in Dubai
How many board meetings must a UAE company hold each year?
For public joint-stock companies, corporate governance rules generally require at least four board meetings per year. For limited liability companies and other entity types, the law may not prescribe the same minimum in all cases, but regular meetings remain best governance practice and are often required by the company’s own constitutional documents. Free zone companies should also check any additional meeting requirements imposed by the relevant free zone authority.
Can board meetings be held virtually in Dubai?
Yes, but the company’s constitutional documents must support virtual attendance, and the meeting must be structured so that quorum, participation, and voting requirements can be properly satisfied remotely. Virtual meetings do not reduce the legal requirements — they change the way those requirements must be technically satisfied. The meeting record should clearly confirm how attendance, quorum, and voting were managed through the virtual platform.
What happens if a director votes on a matter where they have a personal interest?
The director may be in breach of their duty under UAE company law, the vote may be vulnerable to challenge, and the director may face personal liability for any resulting damage to the company or its shareholders. The conflict must be disclosed before the vote takes place, the disclosure must be recorded in the board minutes, and the director should abstain from voting on that specific item. Their presence may also not count toward quorum for that resolution.
Do board resolutions need to be in Arabic in Dubai?
For use before UAE courts, most government departments, and many government-linked institutions, the board resolution should be in Arabic or accompanied by a certified Arabic translation. Internal use and some banking uses may vary by institution. Where a resolution will be submitted to any official authority, preparing a bilingual version from the outset — rather than arranging translation after rejection — is the more practical approach.
How long should board meeting minutes be retained?
Board meeting minutes and related governance records should generally be retained for at least ten years. For public joint-stock companies, specific retention periods may be prescribed by the applicable corporate governance regulations. Good governance practice is to maintain a complete, organised corporate record — including signed notices, agendas, attendance lists, minutes, and final resolutions — that can be produced promptly if needed.
Can a board decision be challenged after it has already been implemented?
Yes. If the meeting suffered from material defects in notice, quorum, authority, or conflict management, the decision may still be challenged after implementation. In some cases the defect may be curable by a properly constituted re-approval or ratification. In others, particularly where third party rights have been affected, the consequences may be harder to remedy. Prevention through correct process at the outset is significantly less costly than correction after challenge.
What is the difference between a board resolution and a shareholder resolution?
A board resolution is a decision taken by the directors of the company within their management authority. A shareholder resolution is a decision taken by the owners of the company on matters reserved to them under the law or the constitutional documents. Using a board resolution for a matter that requires shareholder approval creates a governance defect that may make the decision legally ineffective, regardless of how clearly the resolution was drafted or how many directors signed it.
Can a written or circular board resolution replace a formal board meeting in Dubai?
In many cases yes, provided the company’s constitutional documents expressly permit it and the applicable law does not require a formal meeting for that category of decision. However, a written resolution may still be rejected by a bank, notary, or authority if it does not contain the same level of procedural detail — confirmed quorum, attendance, voting positions — that a formal meeting record would provide. The correct approach depends on both the internal legal position and the requirements of the external authority.
What supporting documents does a bank typically require alongside a board resolution?
Most UAE banks require notarized board resolutions accompanied by the company’s current trade licence, the Memorandum and Articles of Association, Emirates ID or passport copies of the named authorised signatories, and a board resolution specifically identifying each signatory and their scope of authority. Missing any of these documents will typically cause the bank to request resubmission, creating delays in account opening, mandate changes, or financing approvals.
What are the most common reasons board resolutions are rejected by Dubai banks and authorities?
The most common rejection reasons include: absence of notarization where required; missing or outdated trade licence or constitutional documents; vague or insufficiently specific authority language; missing signatory identification; failure to include quorum confirmation; absence of a certified Arabic translation; discrepancy between the resolution and the signatory’s authority reflected in the constitutional documents; and resolution signed by a director whose appointment is not reflected in the current corporate records. All of these failures are avoidable with proper drafting and pre-submission review.