Business acquisitions
Structuring and executing the purchase of a business, from initial terms through to completion.
Buying, selling or merging a business? The due diligence and the agreement decide what you actually own or owe afterwards.
MBM advises buyers, sellers and investors on Dubai business acquisitions, mergers and disposals - due diligence, share purchase agreements, and resolving post-completion disputes over valuation, warranties or undisclosed liabilities.
Business acquisitions in the UAE are structured under the Commercial Companies Law (Federal Decree-Law No. 32 of 2021), but the practical outcome of a deal turns on how it is structured - a share sale versus an asset sale - and on what due diligence actually uncovers before terms are finalised.
The share purchase agreement, and any warranties, indemnities and valuation mechanisms it contains, generally governs what happens if something goes wrong after completion. This page describes the general framework; it is not advice on your transaction.
These are the situations that most often reach us. If yours is not listed, it is still worth a call.
Structuring and executing the purchase of a business, from initial terms through to completion.
Preparing a business for sale, negotiating terms, and protecting the seller's position in the agreement.
Structuring and documenting a merger between two or more companies.
Reviewing the target's legal, financial and operational position before terms are finalised.
Drafting and negotiating the SPA, including warranties, indemnities and completion mechanics.
Disputes over valuation, undisclosed liabilities, or alleged breaches of warranty after a deal has completed.
Concrete steps, in the order they usually happen.
Share sale versus asset sale affects liability, tax and licensing - we advise on this before terms are agreed.
We run the legal due diligence process for buyers, or prepare the target's disclosure for sellers.
Price, warranties, indemnities and completion mechanics are negotiated to reflect what due diligence actually found.
We coordinate the regulatory and licensing steps needed to complete the transaction.
Where a dispute arises after completion, we assess the SPA's own mechanisms before pursuing a claim.
Most acquisition disputes trace back to something diligence should have caught, or a warranty that was not drafted tightly enough. MBM treats both stages with equal seriousness.
General information, not advice on your transaction. Positions and procedures can change and depend on your specific facts.
A typical acquisition involves due diligence on the target company, negotiating and drafting a share purchase agreement or asset purchase agreement, and completing the required regulatory and licensing steps. The exact process depends on the structure of the deal and the target's licensing authority.
Due diligence is the review of a target company's legal, financial and operational position before completing a purchase - contracts, licences, disputes, employment matters and liabilities. It identifies risks that should affect price, warranties, or whether to proceed at all.
An SPA is the contract governing the sale and purchase of a company's shares, setting out price, conditions, warranties and indemnities. It is the central legal document in most business acquisitions structured as a share sale.
Yes. Post-completion disputes commonly involve alleged breaches of warranty, undisclosed liabilities, or disagreements over earn-out or valuation mechanisms in the SPA. MBM advises both buyers and sellers on these disputes.
A share sale transfers ownership of the company itself, including its liabilities, while an asset sale transfers specific assets and liabilities selected in the transaction. Which structure applies affects tax, liability and licensing consequences, and should be decided early.
Yes, though not in the same transaction. MBM advises buyers on acquisitions and due diligence, and sellers on structuring and negotiating a sale.
Timing depends heavily on the complexity of due diligence, the target's licensing authority, and how quickly the parties negotiate terms. Straightforward acquisitions can complete faster than deals involving regulated activities or multiple stakeholders.
Valuation disputes typically turn on the mechanism set out in the SPA itself - an earn-out formula, a completion accounts process, or an independent expert determination clause. MBM reviews the mechanism and the facts before advising on the dispute.
The initial consultation with MBM is free. Cost thereafter depends on the size and complexity of the transaction, and whether the work is transactional or dispute-driven. MBM provides a scope and fee position before you instruct.
Tell us briefly about your situation. Our team will review your enquiry and advise you on the appropriate next step. Everything you send is treated as confidential.
A member of the MBM team will review what you have sent and come back to you with the appropriate next step.
Whether you are buying, selling, or already in a post-completion dispute, the earlier we are involved, the more we can do. The first consultation is free.