Legal Due Diligence

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

Legal Due Diligence

Buying right means knowing what you’re buying. Our due diligence practice covers the full picture: legal, tax, and financial risks assessed together, so you can negotiate informed terms and close with confidence.

In-depth description

In any M&A transaction, the quality of due diligence determines the quality of the decision. A thorough, well-coordinated due diligence process surfaces risks before they become liabilities and provides the factual foundation for negotiating the right deal on the right terms.

 

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
    Cumulative assessment – billed Lump Sum.

  • Primary Determinants of Pricing
    Complexity of business, target’s size, scope of diligence, type of diligence expected (corporate high level, VAT and other taxes, detailed, inclusive of tax audits over one-two years prior to expected closing date 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 to AED 100,000 (Fixed Fee. The fees depends on the target’s size and the complexity of the business, as well as our scope of work)
 

 

Tax Due Diligence

Tax Due Diligence in Mergers and Acquisitions (M&A) involves analysing a target company’s tax compliance, liabilities, and potential risks. This process ensures accurate valuation, identifies hidden tax exposures, and supports informed decision-making, enabling smooth transactions and minimising post-deal surprises for acquirers. It’s a critical step in achieving successful M&A outcomes.

Scope of work

  • This service is delivered in coordination with our in-house tax team or external partners.
  • Our scope is to conduct a detailed analysis of the target company’s tax compliance history, identify any hidden tax liabilities or exposures, and assess the accuracy of its tax filings under UAE Corporate Tax and VAT laws.

Deliverables

  • A formal Tax Due Diligence Report outlining all findings, risks, and potential financial exposures.

Pricing

  • AED 20,000 to AED 100,000 (Fixed Fee. The fees depends on the target’s size and the complexity of the business, as well as our scope of work)
 

 

Financial Due Diligence

Financial Due Diligence in Mergers and Acquisitions (M&A) assesses a target company’s financial health, performance, and risks. It provides insights into revenue, profitability, assets, and liabilities, ensuring accurate valuations and strategic decision-making. This critical analysis minimises financial surprises, enhancing confidence and success in M&A transactions.

Scope of work

  • This service is delivered in coordination with trusted external accounting partners.
  • Our role is to legally frame the scope of the financial due diligence and review the final report to identify any legal implications arising from the financial findings (e.g., contingent liabilities, contractual risks revealed in financial data).

Deliverables

  • Legal oversight of the financial due diligence process.
  • A legal advisory note on the implications of the Financial Due Diligence Report.

Pricing

  • AED 20,000 to AED 100,000 (Fixed Fee. The fees depends on the target’s size and the complexity of the business, as well as our scope of work)

Do you know the legal risks inside your acquisition target?

Are you acquiring a company without a legal DD report?

Undiscovered legal liabilities become your problem after signing. A thorough DD report quantifies every risk upfront.

Does the target have litigation or regulatory investigations?

Undisclosed legal disputes are the most common deal-breakers found in due diligence. We identify them before you are bound.

Do you need tax and financial DD alongside legal review?

Integrated legal, tax, and financial due diligence gives the clearest picture of a target. We coordinate all workstreams together.

Are you under time pressure to complete DD quickly?

We structure due diligence processes to meet tight timelines without sacrificing the quality of findings or risk assessment.

Frequently asked questions

A legal DD report covers: corporate structure, key contracts, IP, employment, regulatory licences, compliance record, litigation history, property interests, financing commitments and any identified material risks. It provides the factual basis for warranty negotiations, price adjustments and deal protections in the transaction documents.
For a mid-market deal, a focused legal DD exercise takes two to four weeks from data room access to preliminary findings. Full report finalisation takes one to two additional weeks. Timeline depends on document volume, quality of vendor disclosure, complexity of the target’s legal structure and the scope agreed with the client.
 
Legal DD reviews documents, obligations, risks and title to assets. Financial DD (done by accountants) covers historical financials, working capital, earnings quality and tax. Both are essential. Legal DD regularly surfaces issues with direct financial implications that financial DD alone would miss. They are complementary, not interchangeable.
Absolutely. Significant findings routinely lead to price reductions, specific indemnities from the seller, adjustments to the warranty coverage, escrow arrangements to retain part of the price pending resolution of identified risks, or in serious cases, deal withdrawal. This is precisely why due diligence must be completed before signing.

Vendor DD is commissioned by the seller before a sale, sharing a pre-prepared report with prospective buyers. It speeds the process, reduces management disruption and lets the seller address issues before they become deal-breakers. Buy-side DD is commissioned by the buyer to independently verify the position and protect their interests.

Key contacts:

Romain Astruc

Managing Partner – Generalist, Advisory & Litigation

Anthony Raftopol

Partner – Corporate, Investment Funds & M&A

Mehdi Al Ghafari

Associate – Corporate, Commercial & Litigation

Other services you might need

Legal due diligence findings shape deal structure, pricing and post-closing obligations. These services address what typically follows.

M&A Advisory - Acquisitions, Exits & Due Diligence

Due diligence is the foundation of the transaction. We move seamlessly from the DD report to the deal documents.

Buying a Company - Acquisition Legal Services

Legal DD is the critical first step in any acquisition. We then handle the full purchase transaction from term sheet to closing.

Group Restructuring & Transgenerational Transmission

DD findings often identify the need to restructure before a deal closes. We implement the required changes efficiently.

WHAT SET US APART

Why ASTRUC & Co

Due diligence findings shape deal outcomes. We deliver thorough, commercially focused reports that drive real negotiation

1.

DD-to-deal fluency

Our due diligence reports identify legal risks and translate them into deal consequences – price adjustments, indemnities, conditions. Every finding comes with a recommended

2.

Senior counsel only

Legal due diligence is led by senior lawyers who have managed the transactions that follow. They know which findings matter for deal structure – and they tell you the

3.

Cross-border fluency

Targets with UAE entities and foreign subsidiaries require due diligence across multiple legal systems. We cover the full corporate structure in-house

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.

One hour consultation

30-minute consultation

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