Mergers & Acquisitions Lawyer in Dubai
Work with a mergers & acquisitions lawyer in Dubai at Alateibi Advocates for corporate transactions, due diligence, and regulatory approvals. Our mergers & acquisitions lawyer in Dubai handles deal structuring under UAE Federal Law No. 2 of 2015 (Commercial Companies Law) and relevant free zone regulations.
What We Do
- Structure mergers, share acquisitions, asset purchases, and joint ventures under UAE law
- Conduct legal due diligence on target companies across DIFC, ADGM, and mainland jurisdictions
- Draft and negotiate share purchase agreements, merger documents, and warranties
- Secure approvals from UAE Competition Department, Central Bank, and sector regulators
- Coordinate post-merger integration, corporate restructuring, and compliance alignment
- Manage escrow arrangements, earn-out mechanisms, and closing logistics
How We Help
- Assess transaction objectives and recommend structures that comply with UAE regulations
- Prepare due diligence reports identifying material risks and regulatory requirements
- Navigate approvals from DED, free zone authorities, and federal ministries
- Coordinate with financial advisors, auditors, and tax consultants for seamless execution
Transaction Structuring and Advisory
Deal Structuring Under UAE Law
- Advise on share transfers versus asset deals considering UAE liability frameworks
- Structure transactions across mainland, DIFC, ADGM, and other free zones
- Design earn-out provisions and warranty packages that align with UAE Commercial Code
- Navigate foreign ownership restrictions and UAE Cabinet Resolution requirements
Due Diligence Process
- Review corporate documents filed with DED, DIFC Registrar, or ADGM Registration Authority
- Examine employment contracts under UAE Labor Law and DIFC Employment Law
- Assess intellectual property registrations with UAE Ministry of Economy
- Identify litigation exposure in UAE courts and arbitration centers
Documentation and Regulatory Compliance
Transaction Documents
- Draft share purchase agreements incorporating UAE law provisions and dispute resolution
- Prepare disclosure schedules, board resolutions, and power of attorney documents
- Structure representations and warranties reflecting UAE commercial practices
- Draft transitional service agreements and non-compete clauses enforceable in UAE
Regulatory Approvals
- File notifications with UAE Competition Department for transactions meeting thresholds
- Obtain Central Bank approval for banking sector acquisitions
- Secure Insurance Authority clearance for insurance company transactions
- Manage Securities and Commodities Authority (SCA) requirements for listed entities
Post-Transaction Integration
Corporate Restructuring
- Amend articles of association and file changes with relevant authorities
- Update commercial licenses with DED or free zone authorities
- Transfer employee sponsorships through MOHRE or free zone systems
- Novate contracts and update supplier agreements under UAE law
Ongoing Support
- Handle post-closing price adjustments and indemnity claims
- Resolve warranty breaches through negotiation or UAE dispute resolution
- Support governance changes and board restructuring requirements
- Ensure ongoing compliance with UAE Economic Substance Regulations
Who We Support
- UAE companies pursuing strategic acquisitions or disposals
- International corporations entering UAE markets through M&A
- Private equity funds executing buy-side and sell-side transactions
- Family businesses planning succession through share transfers
- Joint venture partners structuring partnerships under UAE law
- Shareholders managing exits and corporate reorganizations
How It Works
Step 1: Initial Assessment
Review transaction parameters, analyze regulatory requirements, outline timeline
Step 2: Due Diligence & Structuring
Conduct legal review, identify risks, recommend optimal structure
Step 3: Documentation & Approvals
Draft agreements, negotiate terms, secure regulatory clearances
Step 4: Closing & Integration
Manage closing process, transfer assets, support post-merger activities
Frequently Asked Questions
Mainland companies follow Federal Law No. 2 of 2015; free zones have specific regulations. Foreign ownership limits apply onshore except in designated sectors.
Straightforward share transfers may complete in 2-3 months. Complex transactions requiring regulatory approvals typically take 4-8 months.
Depends on sector and size. Competition Department notification required for transactions above AED 100 million. Sector regulators like Central Bank or Insurance Authority approve regulated entity transactions.
Corporate structure, licenses, contracts, employment matters, litigation, intellectual property, real estate, compliance with UAE laws and regulations.
Warranties are negotiated with specific caps, time limits, and disclosure schedules. UAE law doesn't imply warranties, so explicit drafting is critical.
Yes, subject to foreign ownership restrictions. Certain sectors allow 100% foreign ownership under UAE Foreign Direct Investment Law.
Share purchases, asset transfers, and mergers. Structure depends on liability allocation, tax considerations, and regulatory requirements.
Performance-based payments over defined periods, typically 1-3 years. Must be clearly documented to be enforceable under UAE law.
Reviews transactions for anti-competitive effects. Merger control applies to deals meeting turnover or market share thresholds.
Early engagement helps structure transactions efficiently, identify issues before they become problems, and streamline regulatory processes.