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Practice summary
Our distinguished corporate team offers a comprehensive range of services, including public takeovers, private mergers and acquisitions, equity capital markets, complex joint ventures, disposals, and corporate restructuring. We are consistently acknowledged as a market leader by our peers and industry experts, and serve as trusted advisors to regional and international clients on a variety of strategic merger and acquisition mandates.
What clients ask us for most often: structuring help on the way in, governance design that survives scale, and execution that closes against tight regulator-driven timetables. We work directly with founders, boards, GCs and sovereign-linked buyers — and we run lean teams led by a partner with cradle-to-grave accountability for the deal.
The key takeaway
The UAE corporate landscape rewards regulatory architecture over standard-template deal docs. The single biggest source of deal friction we see is structures designed around offshore-template SPAs that ignore licence-chain realities, FDI rules, or the practical dynamics of the SCA and the relevant regulator.
Our expertise
How we work
Term sheet to signing
We engage early — usually at the heads-of-terms stage — to lock in structure, regulatory pathway, governance and deal protection before the negotiation drift sets in. Our SPAs are negotiated to UAE standard with civil-law and common-law overlays as required by the choice of governing law and seat. We are particularly deliberate about MAC clauses, conditions precedent dependent on regulator clearance, indemnity caps, escrow architecture, and warranty & indemnity insurance — each of which carry market-specific norms in the UAE.
Regulator clearance
Most meaningful UAE deals touch a regulator. The Securities and Commodities Authority (SCA) governs public takeovers and ECM; the Central Bank governs ownership of regulated financial institutions; the TDRA governs telecommunications; the DHA, DOH and MOHAP govern healthcare; the Insurance Authority governs insurers. Free-zone-specific regulators add their own layer. We map the regulator-clearance critical path on day one and shepherd applications end-to-end — including pre-engagement where it materially compresses the timetable.
Closing and post-closing
UAE closings depend on coordinated execution across notary publics, the relevant licensing authority, share registries (where they exist) and bank flow-of-funds. We run closings as a project — checklisted, partner-led, and with backup mechanics for the procedural surprises (notary availability, share-transfer document execution, customs and TRN registration) that delay even well-planned deals.
Representative work
- Lead counsel to an international corporate buyer on the UAE arm of a multi-billion-dollar cross-border acquisition, including SCA-cleared restructuring of the target group.
- Counsel to a sovereign-linked investor on a regulated-target acquisition with parallel Central Bank and Competition clearance.
- Counsel to a UAE family office on the formation of a DIFC holding-and-foundation structure to support inter-generational succession.
- Adviser to a regional fund on the joint-venture establishment of an industrial platform with an Emirati partner, including JV agreement, IP licensing and exit map.
- Counsel on a DFM IPO and dual-track sale process for a regional consumer business.
Frequently asked questions
What types of M&A transactions does Noura Almaazmi handle in the UAE?
We act on the full range of M&A transactions: private M&A, public takeovers, joint ventures, carve-outs, restructurings, spin-offs and privatisations. Deals run across onshore entities, DIFC and ADGM vehicles, and free-zone companies — typically AED 50 million to multi-billion-dirham strategic transactions.
Can foreigners own 100% of a UAE company in 2026?
Yes — for most onshore LLCs after the 2021 Commercial Companies Law amendments, with carve-outs for activities of strategic impact. Free-zone and DIFC/ADGM entities have always permitted 100% foreign ownership. The right structure depends on activity, licensing authority, regulatory access and tax position — we work this out as the first step.
How long does a typical UAE M&A transaction take?
Straightforward private deals run 8 to 16 weeks signed-to-closed. Regulated targets and competition-clearable deals run 6 to 9 months. Public takeovers run on the SCA timetable. We set out a realistic critical path on day one and update it weekly.
What is involved in legal due diligence on a UAE target?
Constitutional documents and licence chain; UBO; material contracts; employment and Emiratisation; real estate and ejari; regulatory licences; tax and economic-substance; litigation and execution exposure; and IP. Red-flag report in 2 to 4 weeks of data-room access.
Do you handle joint ventures and shareholder agreements?
Yes. JV agreements, shareholders' agreements, corporate constitutional documents, licensing arrangements, and dispute-resolution architecture. We are deliberate about deadlock mechanisms, transfer restrictions, drag/tag, IP ownership and exit maps.
Can you advise on listing on Tadawul, ADX or DFM?
Yes. We advise on UAE IPOs (DFM and ADX), dual listings, secondary placings and rights issues. We also advise on cross-border listings on Tadawul, the LSE and the LSE-IFM. Often run alongside dual-track sale processes.
How do you structure cross-border deals with UAE family offices?
Combining DIFC/ADGM holding structures (foundations, prescribed companies), inbound and outbound vehicles, intra-family transfers, Sharia-compatible inheritance arrangements, and governance frameworks that prevent the next-generation succession from becoming the next-generation dispute.
Last updated: 28 April 2026. General information only — not legal advice. Contact us for matter-specific advice.