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About this area

A clean closing in the UAE is the product of a deal architecture that anticipated the registry, the regulator, and the seller's lawyer.

Recent transactional work includes the acquisition of one hundred per cent of a DWTCA free-zone target under a deferred-completion SPA carrying layered control mechanisms and an earn-out consideration structure, together with a regulatory frustration mechanism. We also acted on a coordinated secondary transaction covering the sale of Class A preferred units and tokens through an exclusive platform engagement, which took in tag-along analysis, dilution modelling, incorporation of an ADGM SPV and securities-law compliance.

Our M&A book leans toward founder-led businesses, family offices, sponsors selling down minority positions and strategic buyers moving into or out of UAE markets, rather than mega-cap public M&A. Each mandate is different, but the approach behind it isn't. The deal gets architected before it gets drafted, the diligence stays focused on what actually bears on price and risk, and the paper survives the registry.

“Deferred completion, earn-outs, and tag-alongs are not a complication to manage; they are how value is preserved between sign and close.”

— Pillar I · Corporate & Transactions

We coordinate with foreign counsel where the seller, the buyer or the assets sit outside the UAE, and we handle the closing-mechanics work that often determines whether a signed deal actually closes on time: KYC, MOFA legalisation, free-zone and DDA filings, board and shareholder resolutions and escrow paperwork.

The work, in detail

Four matter types we handle in cross-border M&A.

Deal architecture and consideration mechanics.

We design the architecture before we draft the SPA. That means choosing between a share and an asset acquisition, settling the consideration mechanics including any deferred or contingent components, allocating regulatory risk between sign and close, and building contractual controls that protect the buyer's economics during the deferred period without triggering early ownership consequences.

Legal due diligence.

We size diligence to the deal, led by material risk rather than box-checking, and report in a form an investment committee can act on. Findings are organised by deal impact: deal-breakers, price-adjustment items, conditions to closing and post-completion remediation, with each item tied to the contractual remedy that addresses it.

Transaction documents.

We draft and negotiate the full transaction document set, from the SPA and shareholders' agreement through the disclosure schedule, transitional services and IP assignments to the ancillary security and undertakings that hold deferred consideration in place. How any of it would actually be enforced in the UAE shapes the drafting throughout.

Closing, filings, and post-completion.

We run the closing mechanics so that the day after signing is a working day rather than a renegotiation: conditions precedent, KYC, MOFA legalisation, DDA, DAFZA and DIFC filings, escrow paperwork, board and shareholder resolutions and register updates.

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Discuss a cross-border M&A matter with us.

We're available to assess your position and advise on the most effective approach. Initial conversations are always without obligation.