Corporate Profile

Corporate Legal Practice

Our firm has a well-established record in providing full legal support in both local and cross border corporate and commercial transactions. We are always at the forefront when it comes to advising the client on structuring their businesses in a legally secure manner or drafting their legal documents to protect their business interests or liaising with government departments for necessary registrations and legal compliance issues.

Our team members have decades of legal practice in the UAE demonstrating our command on the country’s laws and legal procedures.

We serve clients across a variety of sectors like retail, infrastructure, technology, manufacturing, real estate, health care, private equity and energy.

Our team primarily specializes in the following areas of corporate and commercial practice:

  • Mergers and Acquisitions – conducting legal due diligence, legal structuring of transaction to protect a client from all legal risks followed by documentation and registration;
  • Foreign Direct Investments – company structuring and registration, structuring additional legal contracts to protect client’s investments;
  • Joint Ventures – structuring and legally documenting the responsibilities each venture partner the management of business operations, structuring legal protections on areas of
  • International Trade and Commerce – drafting business contracts, advising on business related legal issues.

A detailed description of our corporate legal services is provided below, and our transactional experience is provided in the end.

Mergers and Acquisitions: We manage full legal works relating to cross border as well as local private mergers & acquisitions (M&A) across all pre-completion, completion and post-completion stages.

During pre-completion stages of M&A, we specialize in conducting thorough legal due diligence to provide our client with a complete and clear picture of the legal issues and risks associated with a target company. On receiving instructions from a client to proceed with legal due diligence, we ensure that all preliminary documents like heads of terms, exclusivity agreement and non-disclosure agreement are properly in place following which we set up data room rules for exchange of information.

In order to obtain full information on a target company, our questionnaires, checklists and document request lists are comprehensive therefore ensuring that we cover all areas of possible risks. We also liaise closely with all relevant government departments to check if the target company is in any legal violations. We primarily cover the following subjects during our due diligence process:

  • Check on the validity and good standing of the registrations and licenses of the target company with the DED or free zone authorities and to ensure that a liquidator or receiver or administrator has not been appointed on the target company;
  • Review of the constitutional documents of target company like memorandum and articles of association, shareholders’ agreement, joint venture agreement, corporate governance agreements and authority matrix to ensure there are no restrictions on transfer of company’s shares or assets;
  • Determine the extent of authority and control of the existing officers of the target company;
  • Review of intellectual properties like trademarks, patents, tradenames and industrial designs owned by the target company, validity of their registration or licenses and any possibility of existing infringements;
  • Review of existing litigation or arbitration cases by or against the target company to access the possibility of outcome and the extent of liability;
  • Review of the properties owned by the company, their nature (freehold or leasehold), to check the validity of their title, lease agreements, mortgage or charge on such properties;
  • Review of loans and finance arrangements to determine any underlying securities, guarantees or indemnities in respect of the target company;
  • Review of commercial agreements like agency, distributorship, license, supply agreements to determine the major commitments towards third parties;
  • Review of employment contracts used by the company to determine their compliance with the UAE laws;
  • Review of insurance policies taken by the target company and to determine their validity and the circumstances under which they may lapse;
  • Review of any specific compliance issues on the target

Based on a thorough and intense process, our due diligence reports point out and red flag all potential risks and liabilities while also recommending possible solutions to each risk.

Following the outcome of our due diligence report, if our client decides to proceed with the proposed acquisition, we ensure to draft a comprehensive sale purchase agreement to cover all areas of risk through well-structured warranties and indemnities. We also make sure to record the covenants and undertakings of each party on post completion steps and procedures. Once the sale purchase agreement has been negotiated and a final draft is ready, we assist our clients in drafting of necessary corporate resolutions (depending upon the requirements of the constitutional documents of the company) approving the acquisition and the final draft of the agreement. In certain circumstances, additional consents might be required like statutory consents, lender’s consent, contractual consents. Once all the consents are obtained and the final draft of the sale purchase agreement is ready, we make necessary arrangements on behalf of the client for the completion of the transaction.

Prior to completion stage of an acquisition transaction, we circulate a completion agenda to each party in order to achieve a well-organized and timely completion.

At completion stage, we arrange for the following:

  • exchange of duly signed resolutions and other required consents,
  • signing and exchange of sale purchase agreements,
  • copies of disclosure bundle are exchanged,
  • disclosure letter is signed and delivered,
  • any waiver or consent document documents are delivered,
  • handover of target company’s constitutional

During the post completion stage of the transaction, we assist our clients on registering the buyer on the commercial license of the target company by liaising with the DED or a free zone authority (depending upon the type of the company) by submitting necessary forms and documents. We also update the constitutional documents of company like the MOA and AOA, shareholders agreement etc. to reflect the changes resulting from the transaction.

Foreign Direct Investment: We specialize in advising foreign investors on most suitable corporate structuring model fit for their intended business activity (within any free zone in the United Arab Emirates or on the mainland). The United Arab Emirates has over 30 free zones with each having its peculiar features along with certain degree of its own laws and regulations. Before investing in the country, it is important for the foreign investors to be aware of the jurisdiction (a particular free zone or mainland UAE) suited best for their business model and activity. We provide such clients with accurate and precise advice in this regard.

Once a client has decided on the jurisdiction it wished to register in, we prepare all necessary documents on behalf of the client required for incorporation of the company. This includes drafting of necessary resolutions (if the investor is a corporate entity), power of attorney in favor of the person entrusted with signing of the necessary documents, drafting of the constitutional documents of the company to accurately reflect the mutual understanding of shareholders.

Our drafts on constitutional documents are mutually aligned and comprehensively cover the important subject matters mainly the following:

  • management structure of the company;
  • operational control, authority matrix of shareholders, directors and managers, consent hierarchy;
  • financial structure;
  • deadlock resolution mechanisms;
  • company’s annual business plan and budget structuring;
  • matters related to company’s shares like pledge, change in share capital, share transfer mechanism;
  • valuation of shares at the time of sale;
  • intellectual property protection; and
  • dispute resolution

If a company is established on the mainland, we additionally assist the client in structuring its management agreement and shareholders’ agreement in a manner that ensures the protection of a foreign investor’s control over the management, revenues and assets of the company.

We also manage on behalf of our clients the procedural steps associated with investments by liaising with local ministries and all free zone authorities. At times, special approvals are required from additional government departments for business activities related to hospitality, food and beverages, oil and gas, banking, insurance, financial activities, construction and engineering activities, road transport activities, telecommunications, health and medical activities, manufacturing, media and publication etc. For obtaining such additional approvals, we liaise and follow up with relevant government departments like Department of Finance, Department of Tourism and Commerce Marketing, Dubai Customs, Dubai Municipality, Dubai Trade, Land Department, Dubai Health Authority, Central Bank, Roads and Transport Authority, Dubai Media Incorporated, Dubai Supreme Council of Energy etc.

Joint Ventures: A number of companies from various sectors like construction, technology and healthcare operate their business in the UAE through joint ventures between foreign companies having specific knowhow and local companies with strong market outreach enabling venture partners to work on larger projects and reach new markets. Our team assists such venture partners by structuring of joint ventures to efficiently meet their business objectives. We clearly identify all potential areas of concern like each party’s contribution in financing, know-how, equipment, manpower, management structure of the venture, lead party’s role, management of revenues of the venture and a clear exit strategy in case of a default by a partner or completion of the goal.

Our team’s joint venture experience stretches across the following sectors:

  • Energy and infrastructure
  • Manufacturing
  • Retail
  • Hospitality
  • Funds
  • Health care
  • Insurance
  • Technology, media and telecommunications

International Trade: Every commercial transaction involves certain degree of risks and liabilities. Our firm assists companies and business in mitigating such risks by structuring suitable contracts and documents. We expertise in drafting, negotiating and finalizing all types of cross border and local commercial contracts, particularly the following:

  • Commercial Agency Agreements
  • Distributorship Agreements
  • Franchise Agreements
  • Consignment Agreements
  • License Agreements
  • Manufacturing agreements;
  • Supply of goods agreements;
  • e-commerce online terms and conditions
  • Services Agreements;
  • Outsourcing Agreements

At the time of signing of the contracts, we ensure that they are validly executed and legally binding. If required, we also assist the clients with registration of contracts with relevant authorities.

Corporate Transactional Experience

Some of the major corporate and commercial transactions that our team members have worked on are listed below:

Mergers & Acquisitions Experience:
  • Worked on acquisition of a Dubai based bank by a well renowned bank of Abu The role involved drafting of corporate approvals and liaising with Central Bank/relevant government authorities to ensure compliance with Central Bank Regulations.
  • Worked on acquisition of land assets worth AED 210 million in Dubai Motor City by a prominent real estate developer in the UAE.
  • Represented a sovereign wealth fund through all phases of its acquisition of a golf club worth USD 1.2 billion. The role involved conducting a detailed due diligence, drafting and negotiating pre-completion documents, asset purchase agreement and completing the transfer of title at the Ministry of
  • Represented a sovereign wealth fund in acquiring the business and assets of a health and recreational club in the GCC worth USD 600 million. The role involved conducting due diligence (on its business contracts, assets, IPs, licenses, litigation matters and the status of employees), drafting and negotiating asset purchase agreement and completing the transaction by transferring the title of
  • Assisted an investment company in acquiring a group of thirteen companies in The underlying challenge was to resolve the issue of restriction on foreign ownership in broadcasting companies beyond a certain share limit.
  • Represented a sovereign wealth fund in acquiring the assets of a well known sports club in the GCC with transaction value of approximately USD 400
  • Assisted a sovereign wealth fund in acquiring of assets worth USD 270 million relating to a real estate project for development of a health
  • Assisted a prominent sports channel in acquiring four television channels from another broadcasting company. The role involved conducting due diligence on copyrights of the channels, status of employees and drafting business transfer
  • Worked on acquisition of assets of an architecture company in Dubai Silicon
  • Worked on acquisition of shares and assets of a BVI company (one of the shareholders in a Dubai based company) and prepared Share Transfer Agreement and Acquisition of Assets Agreement for the acquisition deal. Amended Articles of Association accordingly. Liaised with the relevant government authorities to ensure compliance with the requirements and procedures set out for such
  • Prepared due diligence report on acquisition of a company in Dubai by another multinational company based in
  • Conducted due diligence report for a district cooling company on a water desalinization plant and highlighted legal issues involved in proposed
  • Prepared a detailed due diligence report for a district cooling service provider prior to its acquisition of a water desalinization plant and highlighted legal issues involved in proposed expansion of the plant into a water manufacturing unit along with recommended legal
Capital Market Transactions
  • Issued legal opinion on validity and enforceability of the prospectus issued for euro-bonds worth (USD 2 billion in the year 2016) by a major state-owned telecom company;
  • Advised a bank on murabaha financing of aircrafts in Oman with transaction value of USD 61 million (including the drafting of murabaha agreement).
Intra Group Restructuring Transactions
  • Structured a joint venture in hospitality sector for developing a chain of hotels worth QAR 370 million in the MENA region. The role involved drafting and negotiating joint venture agreement along with other underlying documents and identifying the roles and responsibilities of each venture partner and the mode of licensing trademark to the joint venture in operating countries;
  • Drafted and negotiated a Joint Venture Agreement for a British company and a Dubai based company over a joint venture of a patented device to be sold and distributed in MENA. Liaised with Ministry of Economy and discussed the regulations on patents;
  • Advised on corporate restructuring of a Dubai based health insurance company;
  • Represented Prada in restructuring of its business in one of the GCC
  • Restructured eleven companies belonging to a prominent business group in the GCC with businesses ranging from manufacturing, real estate, readymix and
  • Restructured the business of a government owned entity by transferring its hospitality, real estate and retail businesses to a fully owned SPV through a master
Corporate Finance Transactions
  • Advised a major oil and gas company (one of the premier gas producers globally) on perfection and prioritization of charge over its account as a security for financing of its main refinery (loan value was worth multi-billion US dollars).
Corporate Labour Policy
  • Drafted Human Resource Policy, Employees’ Code of Conduct and Employment Contracts for two prominent companies in the Middle
Commercial Transactions
  • Drafted templates of various agreements for a health insurance and management company to be entered into with health service providers and pharmaceutical companies. Liaised with Ministry of Health, Dubai Health Authority, Health Authority of Abu Dhabi to discuss the regulatory
  • Assisted a trading company in drafting and execution of cross-border distributorship agreement on sale of electrical bikes.
  • Negotiated several franchise agreements for some major F&B

 

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