Selling a Business

Business-focused legal support for selling a business in the UAE, helping companies move faster, reduce risk and make confident decisions.

Buyout & Exit Strategies

Tailored legal guidance for structuring buyouts and executing seamless exits. We focus on maximizing value, ensuring compliance, and supporting clients in achieving optimal outcomes in mergers, acquisitions, and divestitures.

In-depth description

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.

Price range

AED 25,000 – AED 125,000
Cumulative assessment – billed Hourly.

Primary Determinants of Pricing
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.

Deliverables

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

Are you getting maximum value from the sale of your business?

Are you considering selling your business in the next 12 months?

Deal preparation takes months. Starting legal readiness work early significantly improves your negotiating position and speed.

Have you received an offer or approach from a potential buyer?

An unsolicited approach can quickly become a binding negotiation. You need legal representation in place immediately.

Does your business have contracts, licences, or IP to transfer?

Asset and share sales have very different structures for transferring these. The choice affects price, tax, and liability.

Are you unsure how to structure a management buyout?

MBOs require careful deal structuring to align management, investors, and sellers. Getting it wrong is costly for everyone.

Frequently asked questions

Main exit routes include: trade sale to a strategic buyer, sale to a financial buyer (private equity), management buyout (MBO), secondary sale to a co-investor, IPO (on DFM or NASDAQ Dubai), or orderly wind-down. The optimal route depends on the business profile, market conditions, timing, and the owner’s post-exit financial goals.
An MBO is a transaction where the existing management team acquires the business from its current owners. Management typically combine their own funds with debt financing or private equity backing. The process requires careful legal structuring of the acquisition vehicle, financing documents and management incentivisation arrangements post-closing.
 
Seller protections include: price certainty mechanisms (locked box vs completion accounts), warranty and indemnity limitations, caps on post-closing claims, earn-out structures linking part of the price to future performance, and non-compete obligations carefully scoped to avoid unenforceable overreach.
An earn-out is a contingent payment mechanism where part of the purchase price is paid post-closing based on the business achieving defined targets (revenue, EBITDA, contract milestones). It bridges valuation gaps between buyer and seller. Earn-outs require very precise drafting of measurement metrics and accounting policies to avoid disputes.

Ideally 12 to 24 months. The strongest sales come from businesses prepared in advance: clean cap table, audited accounts, resolved legacy issues, key contracts in writing, IP properly registered, and a credible management team in place. Rushed sales typically achieve lower valuations and face more aggressive due diligence.

Key contacts:

Romain Astruc

Managing Partner – Generalist, Advisory & Litigation

Anthony Raftopol

Partner – Corporate, Investment Funds & M&A

Gabriel Elmarzouki

Associate – Corporate, Commercial & Litigation

Get in touch

Other services you might need

A successful exit requires clean due diligence, the right structure and solid transaction documents. These services are essential to the process.

Legal Due Diligence for Company Acquisitions

Buyers run due diligence on your business. We prepare you for the process and identify issues before they surface.
Learn more

M&A Advisory - Acquisitions, Exits & Due Diligence

We manage the full sale process - from structuring and documentation through to closing and post-deal obligations.
Learn more

Group Restructuring & Transgenerational Transmission

Pre-exit restructuring can substantially improve your valuation and reduce friction in the transaction process.
Learn more

WHAT SET US APART

Why ASTRUC & Co

A successful exit requires years of preparation and weeks of execution under pressure. We support both from structure to closing.

1.

Exit-ready approach

We prepare businesses for exit by assessing their legal position through a buyer’s eyes – identifying and resolving issues before they surface in due diligence and affect

2.

Senior counsel only

Exit transactions are led personally by senior lawyers from day one. Every SPA, warranty schedule and disclosure letter is reviewed at the right level

3.

Cross-border fluency

Exits involving UAE businesses and European acquirers or shareholders require lawyers who operate across both systems. We manage the transaction in both directions without

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