MERGERS & ACQUISITION

Overview 

  • Mergers and acquisitions are governed by a sophisticated mix of UAE Federal Law, Companies Law (Federal Decree-Law No. 32 of 2021), DIFC and ADGM corporate frameworks, free zone regulations, and competition/foreign investment rules.

  • Transactions often involve cross-border elements, making the UAE a hub for private equity deals, strategic alliances, and corporate consolidations. Key considerations include:

    • Regulatory approvals from the Securities and Commodities Authority (SCA), Dubai Economy, DIFC Registrar, or ADGM FSRA.

    • Due diligence on corporate, real estate, intellectual property, employment, and tax matters.

    • Structuring share purchase agreements (SPAs), subscription agreements (SSAs), earn-out clauses, and governance frameworks.

    • Compliance with foreign direct investment (FDI) laws, ESR, and corporate tax rules.

  • Whether it’s a startup exit, a private equity roll-up, or a multinational acquisition, M&A lawyers in Dubai must combine precision drafting with commercial foresight.

How Can M&A Lawyers Help?

  • Due Diligence & Risk Assessment

    • Comprehensive review of corporate, contractual, and regulatory exposure.

    • Identifying red flags in IP, employment, real estate, or compliance.

  • Deal Structuring & Negotiation

    • Advising on share vs asset purchase structures.

    • Negotiating SPAs, SSAs, and shareholder protections.

    • Crafting earn-outs, warranties, and indemnity frameworks.

  • Regulatory Approvals

    • Securing clearance from SCA, Dubai Economy, DIFC Registrar, FSRA, and foreign investment regulators.

    • Managing merger control and competition law filings.

  • Integration & Exit Strategy

    • Post-merger integration, employment transitions, and governance redesign.

    • Structuring exits via IPOs, secondary sales, or corporate reorganisations.

Our Experience in M&A

  • Represented a private equity fund in the acquisition of a UAE healthcare group, including due diligence and SCA approval.

  • Advised on the sale of a Dubai-based fintech startup to a global tech conglomerate, including VC shareholder negotiations.

  • Drafted and negotiated cross-border joint venture agreements for logistics groups expanding into JAFZA and DIFC.

  • Acted for sellers in a family-owned business divestment, ensuring clean exits for all shareholders.

  • Supported multinationals in post-merger integration and governance structuring across UAE subsidiaries.

Legal Services We Provide 

  • Legal due diligence across corporate, IP, employment, and real estate

  • SPA, SSA, and investment documentation drafting/negotiation

  • Merger control and regulatory filings

  • Shareholder and joint venture agreement structuring

  • Post-merger integration and exit strategy advisory

⚖️ At Pin Legal Consultancy, our M&A lawyers combine global deal-making expertise with UAE regulatory precision. We act for buyers, sellers, investors, and financial sponsors, delivering seamless transactions that protect value and secure growth.

Precision-Driven Advice for Your Next Corporate Move in the UAE

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