M&A Lawyer Dubai: Business Acquisition & Sale

An M&A lawyer advises on how a deal is structured, runs or responds to due diligence, drafts and negotiates the share or asset purchase agreement, and manages the steps to completion. At MBM the same team also advises if a dispute arises after completion.

A typical acquisition involves confidentiality and heads of terms, checking the seller and the licence, due diligence, deciding the structure, negotiating and signing a share or asset purchase agreement and completing the regulatory and licensing steps. The exact process depends on the structure of the deal and the target's licensing authority. See the step-by-step section above.

It 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.

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.

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. The structure affects tax, liability and licensing, and should be decided early. The comparison table above sets out the main points.

The company keeps its history, so liabilities that already exist generally stay with it, including ones you did not know about. That is why due diligence and the warranties and indemnities matter. Ask us about the specific liabilities that could arise in your target.

Buyers and sellers use a retention or escrow of part of the price, an earn-out, and warranties and indemnities. Which suits your deal depends on the risks and each side's bargaining position, so we recommend them against what due diligence finds.

Onshore, the Commercial Companies Law (Federal Decree-Law No. 32 of 2021) permits up to 100% foreign ownership for most activities, but not necessarily every activity. Whether it applies to a particular target depends on its licence and licensing authority, so confirm it before you commit.

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.

Possibly. It depends on what the SPA says about warranties, indemnities and disclosure, on time and value limits, and on what you knew before signing. Keep all documents and send them to us promptly, because the agreement's own claim mechanism often has to be followed first.

Yes, though not in the same transaction. MBM advises buyers on acquisitions and due diligence, and sellers on structuring and negotiating a sale.

It depends heavily on the complexity of due diligence, the target's licensing authority and how quickly the parties negotiate. Straightforward acquisitions can complete faster than deals involving regulated activities or multiple stakeholders. We give you a realistic view once we know the structure and the target.

It depends on the size and complexity of the transaction, and whether the work is transactional or dispute-driven. MBM does not publish a price list. We provide a scope and a fee position before you instruct us.

Yes. MBM's first consultation is free and confidential. It is a discussion of your deal and options, ideally before heads of terms are signed, when changes are easiest to make. If you then choose to instruct MBM, we set out the scope and fee position first.