Expertise
Mergers & Acquisitions
Our lawyers are known for their exceptional capability in complex mergers and acquisitions (M&A). We continually advise clients on navigating new legal and commercial issues, structuring deals, and drafting, negotiating, and executing transaction agreements.
Our M&A team advises a broad range of clients - including public and private companies, selling shareholders, and financial advisors - across the full suite of disciplines required to deliver multi-faceted transactions, including antitrust and competition, finance, capital markets, litigation, intellectual property, and regulatory matters.
A Saudi transaction moves through an approvals architecture that demands early planning: the merger and acquisition provisions of the Companies Law; economic concentration clearance from the General Authority for Competition where the parties' revenues exceed the prescribed thresholds; the Merger & Acquisition Regulations issued by the Capital Market Authority for listed targets; Ministry of Investment requirements for foreign investors; and sectoral regulatory approvals where the business is supervised. Managing this architecture on the right timeline is the difference between a deal that closes and a deal that evaporates.
Due Diligence
A deal's true value is set by what diligence uncovers, not by what the teaser announces: a hidden obligation in a material contract, a lapsed license, or an undisclosed pending dispute can each upend the economics of a transaction after it is too late.
We conduct comprehensive legal due diligence on the target: corporate standing and licensing, material contracts and their change-of-control clauses, existing and threatened litigation, employment matters, intellectual property, real estate assets, and compliance with personal data protection requirements and sectoral regulations.
Our reports are designed for decisions, not archives: we isolate the material findings that can be addressed through deal structure, price, or warranties from the merely formal - so our client enters negotiations knowing what they are buying, or what they are selling.
Structuring & Transaction Documents
Asset deal or share deal? Merger or staged acquisition? Each structure carries distinct consequences for required approvals, transferred liabilities, and zakat and tax treatment - including Real Estate Transaction Tax where property sits at the heart of the deal. The right structure is drawn before the documents, not after them.
We draft and negotiate the full transaction suite: term sheets and exclusivity agreements, share and asset purchase agreements, warranties, indemnities and their limitations, price determination and adjustment mechanisms, escrow arrangements, and post-completion shareholders' agreements.
Our negotiation experience knows where deals are actually won: in the allocation of risk across warranties, indemnities, and conditions to closing - not in bidding wars over boilerplate.
Regulatory Approvals
A deal without an approvals map is a deal in suspense. Economic concentration requires notifying the General Authority for Competition and awaiting clearance before closing once revenue thresholds are met; listed companies are subject to the CMA's Merger & Acquisition Regulations and disclosure rules; and supervised activities - financial institutions under the Saudi Central Bank, licensed providers under their sectoral regulators - require their authority's non-objection.
We build the approvals map at the structuring stage, not on its eve: identifying the competent authorities, their respective requirements, and their impact on the timetable and conditions to closing; then preparing the filings and notifications and managing engagement with the authorities through to clearance.
We also draft the approval-linked conditions to closing and the mechanisms that allocate the risk of non-clearance between the parties - so our client does not carry alone the cost of a decision that is not theirs to make.
Post-Completion
Closing is not the end of the deal but the start of its operation: transferring registrations and licenses, updating the entity's records with the authorities, migrating contracts and employees, and activating the new governance arrangements - any of which, if neglected, can unwind what was agreed.
We manage the full post-completion agenda: commercial register and bylaws amendments, counterparty notices and change-of-control consents, employee transfers and entitlements, and the administration of escrows and price adjustment mechanisms through to release.
And when a post-completion dispute arises - over a warranty, an indemnity, or a completion account - it is handled by a team that has known the deal since day one, in step with our disputes practice.
