Buying a Company

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

Buying a Company

Before you acquire, you need to know exactly what legal risks sit inside the target. We conduct thorough legal due diligence – reviewing contracts, corporate records, compliance, employment, and litigation exposure – and deliver a clear, prioritised risk report.

In-depth description

Acquiring a company in the UAE – or using the UAE as an acquisition platform for regional assets – requires a rigorous and well-organized due diligence process. Decisions made at this stage directly affect deal pricing, transaction structure, and the allocation of risk between buyer and seller.


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 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)



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)

Do you know exactly what you are buying?

Are you acquiring a UAE company or a stake in one?

What is on paper and what is real in a UAE company are often different. Legal due diligence closes the gap before you commit.

Have you reviewed the target company's contracts and licences?

Material contracts, pending litigation, and licence validity are critical to valuation. We review every one systematically.

Do employee rights and liabilities transfer to you on close?

Employment liabilities and entitlements transfer with a share acquisition. We quantify and address them before signing.

Are you relying solely on representations from the seller?

Seller representations are no substitute for independent review. We verify every claim against the actual legal documents.

Frequently asked questions

Legal due diligence reviews the target’s position: corporate structure, contracts, employment, IP, litigation, regulatory licences, compliance and financing. It identifies risks affecting valuation, deal structure or whether to proceed. The report informs warranty negotiations, indemnity scope, and price adjustments in the final purchase agreement.
Common findings include: undisclosed liabilities, missing or expired licences, informal arrangements not properly documented, employment structures creating inherited risk, IP not registered or assigned, related-party transactions outside arm’s length, and weaknesses in corporate governance. Addressing these is core to deal structuring.
 
A disclosure letter is provided by the seller to qualify the purchase agreement warranties. It discloses known facts that would otherwise breach a warranty, ‘scheduling out’ the risk. A thorough disclosure letter is one of the most negotiated deal documents because it directly affects the seller’s post-closing liability exposure.
In an asset sale, you can choose which assets (and employees) to acquire. In a share sale, you acquire the company including all existing employees, whose contracts transfer automatically. If you intend to restructure post-acquisition, plan the employment transition carefully to manage costs and reputational risk.

In a share sale, all pending litigation transfers to the buyer. This is one of the most significant acquisition risks. Pre-closing DD must identify and quantify all claims. Price adjustments, specific indemnities, escrow arrangements or warranty insurance are typical tools to manage litigation risk in a transaction.

Key contacts:

Romain Astruc

Managing Partner – Generalist, Advisory & Litigation

Anthony Raftopol

Partner – Corporate, Investment Funds & M&A

Gabriel Elmarzouki

Associate – Corporate, Commercial & Litigation

Other services you might need

Buying a company is one of the highest-stakes legal decisions a business makes. These services protect your investment before and after the deal.

Legal Due Diligence for Company Acquisitions

Know exactly what you are acquiring before you commit. Our due diligence leaves no legal risk unaddressed.

M&A Advisory - Acquisitions, Exits & Due Diligence

From structuring through to negotiation and closing, we manage the full acquisition process on your behalf.

Corporate Governance - Board, Policies & Controls

Post-acquisition, governance integration is often overlooked. We update the framework to reflect your new ownership.

WHAT SET US APART

Why ASTRUC & Co

Acquisitions carry risks that do not appear until too late to renegotiate. We identify and address them before you commit.

1.

Deal-led approach

We manage acquisitions as strategic advisors – not just document processors. Every DD finding is translated into a commercial position: price adjustment, indemnity

2.

Senior counsel only

Acquisition mandates are led by senior lawyers who have closed real transactions. Due diligence, negotiation and documentation are handled directly – so nothing significant

3.

Cross-border fluency

Acquiring a UAE business as a European buyer requires expertise on both sides. We manage the full process – UAE law, French or European parent considerations and cross-border

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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