Corporate and M&A

Our regional team has extensive experience in a wide range of corporate and commercial matters, including mergers and acquisitions (M&A). We specialize in advising clients on the region's Foreign Direct Investment (FDI) regime, company formation, shareholder and joint venture agreements, as well as corporate structuring and restructuring.

In relation to M&A transactions, we frequently provide guidance on consumer protection, product liability, and competition law issues. Our regional team offers advice on consumer protection matters for both individuals and businesses, along with representing clients before the Consumer Protection Authority.

Our lawyers work closely with consumer protection and anti-monopoly authorities, assisting clients by conducting audits to identify competition risks and implementing effective compliance programs. We also advise businesses on compliance with competition law and assist in structuring joint ventures, patent licenses, and other intellectual property arrangements in accordance with competition regulations and guidelines.

Additionally, we also advise listed companies and other regulated entities on corporate governance and compliance matters, along with handling day-to-day corporate and commercial issues. Our practice includes providing counsel to joint-stock companies and regulated entities on corporate governance, supply chain, and commercial matters. We also conduct corporate governance seminars and assist clients with drafting board policies, procedures manuals, and other related documentation. We advise on agency and distribution agreements, representing both agents/distributors and principals.

Our firm has significant experience handling M&A mandates, offering comprehensive support throughout the due diligence process. We assist both sellers and acquirers in identifying key issues, assessing risks, and determining appropriate transaction structures and contractual mechanisms. Given the increasing complexity of M&A transactions, particularly those with cross-border elements, we provide strategic advice, supported by a regional team of expert advisors.

With our deep knowledge of local laws and practices, we are able to deliver practical advice on all forms of business combinations, from public takeovers to leveraged buyouts, divestments, and other M&A transactions. Other than companies we also advice in relation to investment funds, and pension funds on a variety of transactions and investment matters, both in the region and internationally.

Notable Matters Undertaken by our Lawyers

• Provided legal advisory services on corporate structuring, investment strategy, seed round fundraising, ESOP structuring, and corporate governance. Assisted with company incorporation in the DIFC, amendments to constitutional documents, and preparation of key legal instruments including founders’ agreements, shareholder agreements, share subscription agreements, convertible notes, and employment contracts.
• Advised an international ride-hailing company on the launch of its operations in Pakistan. Scope included guidance on local regulatory compliance, competition law, capital repatriation under foreign exchange regulations, vehicle registration, advertising and branding requirements, and introduction of digital wallet payment functionalities through its mobile platform.
• Assisted a UAE-based luxury goods trading company with business setup, employment documentation, buy-back arrangements, terms and conditions, privacy policy drafting, investment structuring, cap table management, and general corporate advisory.
• Provided corporate restructuring advice to a vehicle rental company, including shareholder divestment, reconstitution of the board, constitutional amendments of the holding company, and regulatory support on employee stock option plans.
• Drafted and negotiated key transaction documents including shareholder agreements, subscription agreements, and options agreements on behalf of a tech venture in its negotiations with incoming investors.
• Acted as lead counsel in the divestment of shareholding in a UAE-based holding company, advising on legal aspects of the transaction and coordinating with local counsel across multiple jurisdictions.
• Provided ongoing legal support to a trading and logistics firm, including the drafting, review, and negotiation of commercial contracts with suppliers, vendors, and clients, and advising on company structuring, regulatory compliance, responses to legal notices, and routine corporate matters.
• Provided comprehensive corporate and commercial legal support to an engineering and construction services provider across multiple business activities.
• Acted as lead counsel in a seed fundraising round for a global investment platform, drafting SAFE agreements, advising on the setup of an investment fund, and managing compliance for its Pakistan subsidiary.
  Advised a government authority in Oman on the public-private partnership development of a national ports community system, including legal and regulatory structuring.

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Bankruptcy & Restructuring

Our lawyers have extensive experience advising entities on both solvent and insolvent business restructuring. We regularly assist clients during financial distress, helping them navigate and implement effective restructuring strategies. Our services include the renegotiation and refinancing of banking facilities, restructuring equity stakes, and utilizing insolvency and enforcement processes.

In addition to structuring and implementing refinancing arrangements and enforcement through legal documentation, our regional team also provides strategic guidance on the operation of the underlying business. We are adept at working in high-pressure financial environments, offering proactive, clear, and practical advice. Our regional team collaborates seamlessly with financial consultants to provide comprehensive support to all business stakeholders in distressed situations.

Notable Matters Undertaken by our Lawyers

• Advised a business group in Oman on the potential insolvent restructuring of their operations.
• Provided counsel to a hospitality business regarding the possible declaration of bankruptcy and bankruptcy protection.
• Advised on the restructuring and establishment of an aviation group, including conducting pre-restructuring due diligence.
• Provided legal guidance on the restructuring of a power company and its project subsidiaries, including conducting due diligence on project financing contracts, usufruct agreements, and insurance policies, as well as advising on the necessary regulatory changes for restructuring the electricity sector in a specific region.
• Advised an Omani company facing shareholder default, negotiating a restructuring plan through the dilution of the defaulting shareholder’s stake and implementing the arrangement, including organizing an Extraordinary General Meeting (EGM) and securing necessary government approvals and filings.
• Assisted a business group in Oman with the corporate restructuring of several group companies in both Oman and another GCC country.‍