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Corporate & Commercial

We provide strategic corporate and commercial legal advisory to founders, family offices, investors, and growth-stage companies across the UAE and beyond. Our expertise spans company formation, shareholder agreements, M&A, joint ventures, governance, and restructuring—delivered with precision and commercial insight.

Whether you’re launching a new venture, onboarding institutional capital, or preparing for succession, we structure entities and agreements that reflect your goals and protect long-term value. We are fluent in DIFC, ADGM, mainland, and offshore jurisdictions, ensuring seamless integration across legal systems.

From complex M&A transactions to everyday contracts, we align legal execution with your business strategy. Our role is not just to manage risk, but to unlock opportunity—efficiently, clearly, and confidentially.

We don’t just draft documents. We build the legal infrastructure that supports your growth, control, and legacy. Whether you’re planning, growing, or exiting, we’re your trusted legal partner throughout the corporate lifecycle.

Corporate & Commercial Advisory: Strategic Legal Solutions Across Borders And Business Cycles

In today’s complex business environment, your legal counsel must do more than understand the law—they must understand your business.

From founder-stage structuring to multibillion-dirham joint ventures, we advise clients across the full corporate lifecycle. Whether you’re setting up your first DIFC holding company, preparing a shareholder exit, negotiating an acquisition, or navigating UAE commercial laws, we bring deep technical knowledge, commercial insight, and international fluency.

We are a UAE-based law firm with extensive experience advising family offices, entrepreneurs, private equity firms, and growth-stage businesses on corporate and commercial matters. Our reach spans onshore UAE, the DIFC, the ADGM, and offshore jurisdictions including the BVI, Cayman, Jersey, and Luxembourg.

Corporate Work That Reflects Your Strategy

Legal documents are not just paperwork. They’re a reflection of your values, your risk appetite, and your future direction.

We draft and negotiate with purpose—whether it’s a minimalist startup SHA or a 100-page PE-backed M&A agreement.

Our role is to structure, protect, and enable business decisions—not overcomplicate them.

Who We Help

Family Offices

- You operate across jurisdictions, asset classes, and generations. We ensure your entities, contracts, and governance reflect your vision and preserve control.

- We advise on group structuring, intergenerational control frameworks, investment platform formation, governance protocols, and strategic exits.

- We build corporate systems that align with your family constitution, board processes, and cross- border compliance needs.

Entrepreneurs & Founders

- Whether you’re launching a fintech, structuring IP ownership, or onboarding investors, we protect your vision from dilution, disputes, and disruption.

- We assist with startup formation, founder vesting, equity pools, SAFE/convertible notes, supplier and customer agreements, and internal governance.

Private Equity & Investors

- You require fast, accurate, and commercially realistic legal execution—backed by structuring depth and multi-jurisdictional awareness.

- We assist on fund structures, SPVs, shareholder frameworks, acquisition vehicles, earn-outs, and exit planning.

Boards, Executives & In-House Counsel

- You need legal advisors who speak the language of directors and executives, not just lawyers.

- We offer governance audits, board resolutions, fiduciary risk advice, regulatory compliance support, and conflict of interest handling.

Our Corporate And Commercial Services

1. Corporate Structuring & Formation

- UAE mainland, free zone, and offshore company formations

- DIFC and ADGM SPVs, holding companies, and foundations

- Cross-border structuring using BVI, Cayman, Jersey, Guernsey

- Nominee arrangements, management agreements, and UBO structuring

- Multi-tier holding and operating models for privacy and tax efficiency

2. Shareholder Agreements and Governance

- Shareholder Agreements (SHA) tailored for family, founder, or institutional dynamics

- Tag-along, drag-along, voting rights, reserved matters, and deadlock resolution

- Board structuring and governance frameworks for family or investor-led boards

- Phantom equity, share option plans, and employee equity schemes

- Founder vesting, bad leaver/good leaver clauses

3. Mergers & Acquisitions

- Buy-side and sell-side advisory

- Term sheets, NDAs, SPAs, due diligence, and completion mechanics

- Warranties, indemnities, escrow and holdbacks, completion accounts

- Joint ventures and strategic alliances

- Post-deal restructuring and integration

4. Commercial Contracts

- Supply and distribution agreements

- SaaS and licensing arrangements

- Agency and franchising structures

- Terms and conditions, privacy policies, consumer law

- Outsourcing, warehousing, and logistics contracts

- Payment gateway and fintech integrations

5. Joint Ventures

- Equity and contractual JVs, local partner arrangements

- DIFC/ADGM joint venture entities with bespoke governance

- Cross-border revenue sharing and IP contribution agreements

- Deadlock frameworks, buy/sell options, and exit planning

6. Corporate Governance

- Board protocols, minutes, and director duties

- Conflicts of interest frameworks

- Family business succession governance

- DIFC and ADGM compliance with Registrar of Companies and Commissioner of Data

7. Reorganisations and Restructuring

- Group simplification, asset carve-outs, and re-domiciliations

- Share-for-share swaps and capital restructures

- Inter-group transfer pricing and cross-border documentation

- Liquidation planning and exit strategies

Why DIFC And ADGM Matter

Both DIFC and ADGM offer internationally respected common law frameworks—ideal for structuring governance, ownership, and investments.

Feature
DIFC
ADGM
Legal System
Legal System
English Common Law (direct application)
Governance Structures
Flexible, clear, contract-based
Mirrors UK corporate structure in full
Regulatory Authority
DFSA
FSRA
Foundation Regime
Yes
Yes
Use Cases
Holding companies, SPVs, family offices, startups, funds
Holding companies, SPVs, family offices, startups, funds
Courts
DIFC Courts (English-style)
ADGM Courts (direct English law application)

We help clients choose the right jurisdiction—and the right structure—based on control, regulation, tax, and legacy goals.

Tailored For Growth And Transition

We understand that no two corporate clients are the same. A family-owned trading business requires a very different legal approach from a tech founder raising Series A. That’s why we tailor every corporate solution—not just to your industry, but to your stage:

Client Stage
Our Focus
Startup
Formation, vesting, IP assignment, early funding
Growth
SHA, employment structuring, commercial contracts
Mature
JV formation, shareholder exits, group structuring
Exit
Sell-side diligence, earn-outs, clean exits
Succession
Intergenerational transfers, family governance, control protections

Contract Drafting That Speaks Business

Too many commercial agreements are written for lawyers—not clients. We draft contracts that:

- Reflect your actual commercial model

- Are readable by your counterparties and internal teams

- Integrate with your tech stack, payment flows, or supply chain

- Can be enforced in UAE, DIFC, or ADGM courts if needed

We also review and negotiate contracts you’ve received—whether from suppliers, landlords, investors, or JV partners—to protect your downside and align incentives.

Your Commercial Shield In The Uae

The UAE legal environment includes:

- Federal Commercial Companies Law (CCL)

- Free zone-specific regulations (e.g. DMCC, JAFZA, TECOM)

- Onshore and offshore ownership rules

- Economic Substance Regulations (ESR)

- Ultimate Beneficial Ownership (UBO) declarations

- VAT and corporate tax registration

- Data protection laws (UAE Federal Law, DIFC DP Law, ADGM DPL)

We help clients stay compliant while maintaining operational flexibility. Whether it’s updating your MOA/AOA for legal changes, registering a manager in the National Economic Register, or responding to a DED inquiry, we handle the detail—so you can stay focused on growth.

M&A And Investment Transactions: Precision And Pace

We act for buyers, sellers, investors, and targets across a wide range of deals:

- Family buyouts and generational transfers

- PE and VC acquisitions and exits

- Cross-border asset sales and share deals

- Pre-deal due diligence and post-deal cleanup

- W&I insurance support and risk mitigation

- Regulatory clearance with DFSA, FSRA, or UAE Economic Department We also assist with earn-out models, deferred consideration, and founder retention strategies to ensure deal alignment and long-term success.

Joint Ventures: Partner With Confidence

JV arrangements in the UAE often involve local partners, regional licensing, or specialist asset contributions. We structure JVs that:

- Define clear profit-sharing and management roles

- Handle decision-making deadlocks with practical mechanisms

- Protect IP, funding, and branding contributions

- Anticipate break-ups, exits, and succession

We act for family offices, developers, manufacturers, logistics players, and fintech companies entering into both horizontal and vertical JV structures.

Risk Management Through Governance

Effective governance prevents disputes and enables strategic flexibility. We help you design and implement:

- Board protocols and advisory councils

- Founder rights vs. investor protections

- Reserved matters requiring supermajority

- Cross-border governance between offshore and UAE structures

- Founder or family control mechanisms (golden shares, veto rights, rotating boards)

We also conduct governance audits, prepare board minutes and resolutions, and advise on director liability under UAE and DIFC/ADGM law.

Restructuring: Clean, Strategic, Efficient

Whether for tax, succession, or operational reasons, corporate restructuring is often essential. We guide clients through:

- Restructuring for investment-readiness

- Transferring assets between group companies

- Capital reorganisation or debt-to-equity swaps

- Winding down dormant entities

- Preparing for IPO, SPAC, or institutional sale

We coordinate with tax advisors, trustees, and auditors to ensure your restructure is legally sound and practically effective.

Why Clients Choose Us

Commercial fluency – We understand your market, not just your paperwork.

Precision drafting – Every word matters. We write for clarity, enforceability, and outcome.

Regulatory depth – We know how DIFC, ADGM, and onshore UAE laws interact—and how to stay compliant.

Multi-jurisdictional capability – We coordinate structures across the UAE, BVI, Cayman, Singapore, and beyond.

Founders and families trust us – Our work is personal, confidential, and built on long-term relationships.

Your Corporate Partner In The Region

Whether you’re closing a multimillion-dirham transaction, onboarding a new shareholder, or redesigning your corporate structure, we don’t just provide templates—we provide thinking. We are your legal partner in corporate transformation: across growth, risk, control, and legacy. Let’s structure something that lasts.

OFFICE

Level 30

ICD Brookfield Place

DIFC Dubai

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