M&A Advisory

Business-focused legal support for m&a advisory in the UAE, helping companies reduce risk and move forward with confidence.

M&A Advisory & Due Diligence

Whether you’re raising capital, acquiring a company, or planning an exit, every M&A transaction demands precise legal execution. We cover financing rounds, buyout and exit structuring, and legal due diligence – end-to-end, for the full transaction lifecycle.

In-depth description

 M&A transactions are among the most complex and high-stakes engagements in business law. The combination of deal structuring, due diligence, negotiation, and regulatory compliance requires a legal team that can handle every dimension with precision and speed.

Financing Rounds Advisory & Execution

Advisory service guides private equity firms through financing rounds, offering legal and financial expertise in structuring and negotiating equity, debt, or hybrid deals. We ensure compliance, optimise funding structures, and facilitate smooth execution, helping clients raise capital efficiently while aligning with their strategic goals.

Scope of work

  • Provide end-to-end advisory for a financing round.
  • This includes structuring the round, preparing the term sheet, conducting due diligence, drafting all legal documentation (e.g., subscription and shareholders’ agreements), and managing the closing process.
  • We ensure the transaction is efficient and aligns with strategic goals.

Deliverables

  • A complete set of legal documents for the financing round.
  • Full project management of the transaction from start to finish.

Pricing

  • AED 75,000 – AED 250,000, billed Hourly and Lump Sum (concluded with a Success Fee).
    Number of parties, investment amount, investor contribution type, management structure, loan agreement etc.
    Contractual elements (financing advice and structure, bank agreement, LOI, termsheet, SPA, subscription agreement, shareholder agreement) – billed Hourly.
    Share transfer, increase of capital – billed Lump Sum.
 

 

Buyout & Exit Strategies

Buyout and Exit Strategies service in M&A offers tailored legal guidance for business transitions. Assisting the clients in structuring buyouts, maximizing value, and executing seamless exits. With a focus on compliance and strategic planning, we support clients in achieving optimal outcomes in mergers, acquisitions, and divestitures.

Scope of work

  • Provide tailored legal guidance for structuring and executing business transitions.
  • For buyouts, we advise on the deal structure (e.g., LBO, MBO).
  • For exits, we help prepare the company for sale to maximize value, whether through a strategic sale, private equity acquisition, or other divestiture.
  • We draft and negotiate all legal documentation to ensure a seamless and compliant transaction.

Deliverables

  • A formal advisory memorandum on the recommended buyout or exit strategy.
  • All necessary legal documentation to execute the transaction.

Pricing

  • AED 25,000 – AED 125,000, billed Hourly.
    Complexity of buyout, exit strategy, amount expected, existing contract, number of parties, investment amount, investor contribution type, management structure, place of registration, loan agreement etc.
 

 

Legal Due Diligence

Legal Due Diligence service in M&A ensures a thorough review of legal risks and opportunities during transactions. We analyze contracts, compliance, liabilities, and regulatory matters to provide clients with a clear understanding of potential issues. This process helps mitigate risks and supports informed decision-making for successful M&A deals.

Scope of work

  • Conduct a thorough legal due diligence exercise on a target company.
  • Our scope includes a detailed review of its corporate records, material contracts, employment issues, intellectual property, ongoing litigation, and regulatory compliance.
  • We identify and assess all potential legal risks and “red flags” associated with the transaction.

Deliverables

  • A comprehensive Legal Due Diligence Report with a clear executive summary, detailed findings, and risk assessment.

Pricing

  • AED 20,000 – AED 100,000, billed Lump Sum.
    Complexity of business, target’s size, scope of diligence, type of diligence expected (corporate high level, detailed, inclusive of commercial contracts etc.).
 

 

Legal Due Diligence Support

Provide an expert assistance in legal due diligence for private equity transactions, ensuring thorough examination of target companies. Our team reviews contracts, liabilities, intellectual property, compliance, and corporate governance to identify risks and opportunities, enabling informed decision-making and safeguarding clients’ investments throughout the acquisition process.

Scope of work

  • Conduct a thorough legal due diligence exercise on a target company.
  • Our scope includes a detailed review of its corporate records, material contracts, employment issues, intellectual property, ongoing litigation, and regulatory compliance.
  • We identify and assess all potential legal risks and “red flags” associated with the transaction.

Deliverables

  • A comprehensive Legal Due Diligence Report with a clear executive summary, detailed findings, and risk assessment.

Pricing

  • AED 20,000 – AED 100,000, billed Lump Sum.
    Complexity of business, target’s size, scope of diligence, type of diligence expected (corporate high level, detailed, inclusive of commercial contracts etc.).

Are you ready for the legal complexity of an M&A transaction?

Are you raising a financing round or issuing new equity?

Financing rounds require precise legal documentation. Errors in subscription agreements or cap tables create lasting problems.

Are you acquiring a business and need to assess legal risks?

Legal due diligence surfaces risks before they become your liabilities. It is the most important step in any acquisition.

Are you planning to sell your business or exit a partnership?

Exit strategy and deal structure directly impact net proceeds. Legal planning before the process starts maximises value.

Are you mid-transaction and the deal is getting complex?

Transaction complexity escalates fast. We step in at any stage to take over legal management and protect your position.

Frequently asked questions

A mid-market M&A transaction typically takes four to nine months from mandate to closing. Due diligence, regulatory approvals, financing and negotiation of transaction documents each take time. Cross-border transactions or those requiring regulatory consent from multiple authorities extend the timeline substantially.
In a share sale, the buyer acquires the company with all its liabilities. In an asset sale, the buyer selects specific assets to acquire. Sellers prefer share sales for capital gains treatment and full value. Buyers often prefer asset sales for a clean acquisition. The structure is always a key negotiation point.
 
Typical deal documents include: NDA, LOI or term sheet, due diligence report, share purchase agreement or asset purchase agreement, disclosure letter, ancillary agreements (employment, licensing, transitional services), and conditions precedent checklist. For complex deals, additional financing, restructuring or regulatory documents are required.
Representations and warranties are statements of fact made by the seller about the business being sold. If any are false, the buyer can claim damages from the seller. Negotiating the scope, qualifications (materiality, knowledge) and survival period of warranties is one of the most significant parts of any M&A negotiation.

It depends on the sector and transaction size. Acquisitions in regulated sectors (financial services, healthcare, telecoms, media, energy) require sector-specific regulatory approval. Competition law review may apply to larger transactions. The deal timeline must account for regulatory approval periods, which can add months to the process.

Key contacts:

Romain Astruc

Managing Partner – Generalist, Advisory & Litigation

Mehdi Al Ghafari

Associate – Corporate, Commercial & Litigation

Gabriel Elmarzouki

Associate – Corporate, Commercial & Litigation

Get in touch

Other services you might need

M&A transactions demand legal due diligence, clean corporate structures and sound financing. These services are integral to any deal process.

Legal Due Diligence for Company Acquisitions

Every acquisition starts with knowing exactly what you're buying. Our due diligence covers the full legal picture.
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Group Restructuring & Transgenerational Transmission

Pre-deal restructuring maximises your valuation and deal certainty. We prepare your group before the process begins.
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Start-Up Funding Rounds - Legal & Financial Advisory

Raising capital requires the same level of legal rigour as an acquisition. We handle the full fundraising legal process.
Learn more

WHAT SET US APART

Why ASTRUC & Co

M&A transactions demand legal precision under commercial pressure. We combine deal experience with senior-level execution.

1.

Deal-led approach

We manage M&A transactions as business advisors who happen to be lawyers – not the reverse. Legal risk is assessed through a commercial lens, and every recommendation is

2.

Senior counsel only

Every M&A mandate is led by senior lawyers from LOI through to closing. Deal documentation, negotiation and due diligence are handled directly – not delegated to associates

3.

Cross-border fluency

UAE M&A involving European acquirers or targets requires expertise on both sides. We manage French and European law aspects in-house alongside UAE transaction work

More than legal counsel

With you, all the way

Life in the UAE brings extraordinary opportunities — and equally complex legal realities. Whether you’re relocating your family, navigating a divorce across jurisdictions, or structuring an inheritance that spans continents, you deserve a legal partner who understands both the technicalities and the human side of what you’re going through. At ASTRUC & Co, we treat every client’s situation as if it were our own.

From our offices in Dubai to our network spanning Riyadh, Paris, and Luxembourg, we bring senior-level attention to every matter — personal or financial. We believe the best legal advice is honest, clear, and delivered by someone who genuinely cares about the outcome. That’s why our clients stay with us, and why they come back when life presents its next chapter.

Ready to move forward?

Book a consultation with our team to discuss your situation and explore the right legal and strategic approach for your business.

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Merger and Acquisition
  • Set-up of the Workstreams related to the Transaction
  • Legal Due Diligence
  • Tax Due Diligence
  • Negotiating and Drafting the SPA
  • Assistance related to Conditions Precedents
  • Registration of the Transaction with the Authorities
Private Equity
  • Advisory on PE life cycle from Fund Formation, Capital Deployment, M&A, etc.
  • Advisory on Financing Rounds and Execution
  • Drafting of Prospectus, Investment Case, Risk Warnings and Investment Disclaimers, etc.
  • Drafting of Shareholders Agreements
  • Advisory on Board of Directors Structuring and Execution
  • Drafting of Policies, Charts and other JVAs
  • Litigation/Arbitration
Banking &Finance
  • Banking loan documentation negotiation and review including requested securities
  • Account opening requirements and forms
  • Compliance controls upon onboarding as a bank customer and regular updates to allow flawless funds repatriation
  • Escalation if needed with banking authorities and preparing file for litigation
  • Arabic speaker for immediate translation or intermediation with third parties including local authorities.
Commercial
  • Commercial Agency – Contract Drafting and Litigation
  • Rent-Sales Contract – Contract Drafting, Contract Management and Litigation
  • Logistic Services Contract
  • IT Services Contract
  • Intermediary Contract
  • Other Services Contract
Construction
  • FIDIC Short Form of Contract
  • FIDIC Larger or more complex projects (the Construction Contract)
  • FIDIC Contractor doing the Design (Plant and Design-Build Contract)
  • FIDIC EPC/Turnkey Contract
  • Review of Ad Hoc Contracts
  • Assistance for Management of the Contract
  • Litigation/Arbitration
Employment Relationship
  • Assistance during Recruitment Phase with Executive Search Agents or Recruitment Agency
  • Drafting Offer Letter and Employment Contract
  • Drafting Disciplinary Policy and Documentation
  • Registration of Company with Labour Authorities
  • Registration of Employee with Labour Authorities
  • Assistance During Disciplinary Proceedings
  • Termination Strategy and Execution
  • Litigation Services
HR Strategy – Advisory Services
  • Labour Market Analysis
  • Labour Legislation Memo and Manual
  • Analysis of Remuneration Trends, Structures and Composition
  • Labour Taxation
  • Industry Practice reg. bonus, schedule, overtime, leave, length of service, etc.
Business Set-Up and Maintenance
  • Comparative Study on Options Available
  • Legal Memorandum on Corporate and Tax Laws
  • Set-Up Services (Company, Immigration, Labour, Banking, Tax)
  • Nominee Services (Regulated Activity)
  • Shareholders Agreements
  • Board of Directors Structuring
  • Dissolution, Liquidation, Bankruptcy Proceedings
  • Litigation/Arbitration (Manager or Shareholders Dispute)
  • Redomiciliation
Joint Venture and Investors Relationship
  • Set-up of Joint Venture Company
  • Drafting Joint Venture Agreement
  • Drafting of Prospectus, Investment Case, Risk Warnings and Investment Disclaimers, etc.
  • Drafting of Shareholders Agreements
  • Advisory on Financing Rounds and Execution
  • Advisory on Board of Directors Structuring and Execution
  • Drafting of Policies, Charts and other JVAs
  • Litigation/Arbitration
Expatriation Services
  • Employment Package and Contract Review
  • Wealth Management Advisory
  • Tenancy Opportunities and Contract Advisory
  • Medical Insurance Advisory
  • Banking Advisory
  • School Advisory
  • Logistic Advisory
  • FX Exchange Advisory
Relocation
  • Resignation Strategy
  • Tax Situation Review
  • Logistic Advisory
  • FX Exchange Advisory
  • Administration of the Departure and Legal Representation
Advisory
  • Advisory Services on the Developer (reliability check)
  • Review of Contract with Developer
  • Conveyance of Property and Supervision of the Sales Process
  • Legal Representation for the Purchase/Sales
  • Assistance with Engineers and Contractors
  • Assistance with tenants or holidays home management firm
Litigation
  • Cancellation of Contract
  • Cancellation of Project
  • Disputes regarding Lands
  • Disputes regarding Permits and Licenses
  • Dispute with Engineer or Contractor
Civil Status
  • Amendment of Civil Status (divorced/married) in Home Country
  • Change of Name
  • Transcription of Marriage or Divorce
  • Legalisation Services with Consulate and Embassies
Nationality and Immigration
  • Application for Nationality due to family reasons
  • Coordination Services for Obtaining Nationality based on Investment (more than 40 countries)
  • Immigration Services to Schengen Country (Tourist, Business, Long Term, Residence, Nationality)
  • Immigration Services to the USA, UK, Canada, Australia (Tourist, Business, Long Term, Residence, Nationality)
  • Immigration Services to GCC countries (Tourist, Business, Long Term, Residence, Golden Visa, Nationality)
Succession Planning
  • Overall Estate Planning with Financial and Legal Experts
  • Set-up of Shariah Compliant Foundation or Holding Structure
  • Set-up of Trust (DIFC, UAE, ADGM, Foreign based)
  • Set-up of Holding Structure
  • Set-up of Last Wills in the UAE, Qatar, KSA and various territories, as needed
  • Family Counseling - Mediation of dispute between family members
Inheritance Proceedings
  • In any country where there are assets
  • Court proceedings based on Shariah Law
  • Court proceedings based on Deceased Law
  • Court Proceedings based on Last Will
Crime against the Person and Narcotics
  • Assault, Sexual Abuse, Murder
  • Kidnapping
  • Household Theft
  • Threat, Insult, Defamation, Harassment
  • Social Media Crimes
  • IT Crimes
  • Stealing or Misappropriation of Personal Data
  • Narcotics
Business Crimes
  • AML issues
  • Cryptocurrency and other Investment related Scams
  • Breach of Trust
  • Deception and Fraud
  • Theft of business secrets
  • Insolvency related Crimes
  • Accounting Crimes
  • Interpol
Marriages
  • Marriage between French nationals
  • Marriage involving a French national and a non-French national
  • Marriage involving two persons of the same nationality
  • Marriage involving two persons of different nationality
  • Marriage involving a Muslim
  • Brief on matrimonial regimes and applicable laws
Divorces
  • Divorce between French nationals
  • Divorce involving a French national and a non-French national
  • Divorce involving two persons of the same nationality
  • Divorce involving two persons of different nationality
  • Divorce involving a Muslim
  • Brief on matrimonial regimes and applicable laws