How to Choose the Best Lawyer: A UAE Guide
Choosing the best lawyer in the UAE comes down to five checks: whether they are an advocate or a legal
A business acquisition lawyer guides you through buying or selling a company, protecting you from the debts, disputes, and liabilities that come attached to it. In the UAE, the difference between a good deal and a disaster is usually decided before signing, in the due diligence and the structure. Buy the wrong way and you can inherit the seller’s tax bill, employment claims, and court cases along with the business. At Hessa Al Hammadi Advocates & Legal Consultants, we handle acquisitions through our corporate law and commercial law practices, backed by a litigation team that knows exactly how these deals fall apart when they go wrong. We are licensed before the Dubai Courts, DIFC Courts, ADGM Courts, and Abu Dhabi Courts. A business acquisition lawyer makes sure you are buying the business you think you are buying.
This is the first and most consequential decision in any acquisition, and many buyers never realise they had a choice.
In a share purchase, you buy the company itself. You get the licence, the contracts, the staff, and the history, which includes every liability the company has ever taken on, whether or not the seller mentions it. In an asset purchase, you buy only what you select: the equipment, the stock, the brand, the customer list. The debts, disputes, and tax exposure generally stay behind with the seller.
Buyers usually prefer an asset deal for exactly that reason. Sellers usually prefer a share deal, for the same reason in reverse. The structure often matters more to your risk than the price does, so decide it before you negotiate the number.
Due diligence is not a formality, and it is not the accountant’s job alone. Legal due diligence exists to find what the seller has not told you.
Buyers who skip these checks tend to discover them later, from a creditor or a court. Every problem found before signing is a discount, and every problem found afterwards is a loss.
The liabilities that damage buyers are rarely the ones on the balance sheet. They are the ones nobody wrote down.
Unpaid end-of-service entitlements are a classic example, because they accrue quietly for years and become your problem the moment you own the company, which is why we bring in our labor law team on acquisitions. Live disputes are another: a construction claim, a rental dispute, or an unpaid supplier can all follow the company across a share sale. Tax exposure is now a significant one, since the UAE introduced corporate tax at 9% on profits above AED 375,000 under Federal Decree-Law No. 47 of 2022, and every company must register and file, including free zone companies that qualify for the 0% rate. A company that never registered is carrying a problem you would inherit. In a share purchase, you buy the past as well as the future.
Structure decides who owns what, who controls what, and what happens if the relationship breaks down. It is worth more thought than most buyers give it.
Ownership rules have changed significantly in the UAE’s favour: 100% foreign ownership is now permitted for most mainland commercial and industrial activities, so the historic requirement for a local partner no longer applies to the majority of businesses, though some strategic activities remain restricted. That single change has reshaped how deals are structured. You will also need to decide between mainland and free zone, since each carries different ownership, visa, and tax consequences. If you are forming a new entity to acquire the business, you can read our guide on how to register a company in the UAE. Get the structure right first, because unwinding it afterwards is expensive.
The contract is where your due diligence findings turn into legal protection. Without that translation, the findings are just information.
A properly drafted sale and purchase agreement contains warranties, in which the seller formally states that the business is as described; indemnities, which make the seller pay for specific known risks; conditions to completion; and restrictive covenants stopping the seller from opening a competing business next door with your customer list. Retaining part of the price, or holding it in escrow until warranties survive a period, is often what turns a promise into a remedy.
A new development strengthens the buyer’s hand further. Under the new UAE Civil Code, Federal Decree-Law No. 25 of 2025, in force since 1 June 2026, negotiations must be conducted in good faith, and deliberate non-disclosure of material information can give grounds to annul a contract. Warranties you can enforce are worth more than assurances you were given.
Not every acquisition ends happily, and this is where a firm’s litigation strength matters more than its brochure.
Post-completion disputes usually involve breach of warranty, where the business was not as promised; earn-out arguments, where part of the price depended on future performance; or claims that liabilities were concealed. Many acquisition agreements route these to arbitration rather than the courts, which is where our Head of International Arbitration and our work before DIAC, the ICC, and the LCIA come in. Where the dispute belongs in court, our litigation team handles it, and you can read how to file a lawsuit in Dubai. Buy from a firm that could also fight the case, because they draft with that in mind.
Sometimes the answer is not to buy or sell, but to fix what you already have. Restructuring is a different discipline, and timing governs everything.
A business restructuring lawyer reorganises ownership, group structures, or debts, whether to prepare a company for sale, separate a failing division, or deal with creditors. Where debt is the problem, the deadline is unforgiving: under the Financial Restructuring and Bankruptcy Law, Federal Decree-Law No. 51 of 2023, a company qualifies for a preventive settlement only if it has not stopped paying its due debts for more than 60 consecutive days. Inside that window the owners keep control while agreeing a court-supervised plan. Outside it, the options narrow sharply. If your business is missing payments, restructuring advice is more urgent than acquisition advice.
The best business acquisition lawyer is chosen on what they can prove and where they can appear, not on what they claim.
Our advocates work in both English and Arabic, and business clients can read more in our guide to corporate law firms in Dubai, or learn more about Hessa Al Hammadi Advocates. A firm that litigates these disputes drafts sharper contracts.
A trusted business acquisition lawyer finds what the seller left out, structures the deal so the risk stays where it belongs, and writes protections you can actually enforce. Almost every acquisition dispute we see traces back to a check that was skipped or a warranty that was never drafted.
Whether you are buying, selling, or restructuring, we will give you a straight assessment of the risks before you commit. Our fees are set out clearly at the outset through our legal consultation service.
Planning an acquisition? Contact Hessa Al Hammadi Advocates on +971 50 211 6931 or email info@nhalhammadi.com to book your 45-minute initial consultation with a business acquisition lawyer.
They run legal due diligence, advise on whether to buy shares or assets, structure the deal, draft the sale and purchase agreement with warranties and indemnities, and handle disputes if the business is not as promised.
In a share purchase you inherit the company’s liabilities, including debts, disputes, and tax exposure. In an asset purchase you generally take only what you select, leaving the liabilities with the seller.
For most mainland commercial and industrial activities, yes, following amendments to the Commercial Companies Law. Certain strategic activities remain restricted, so the position should be confirmed for your specific activity.
In a share deal you can inherit unpaid end-of-service entitlements, live court cases, supplier debts, and corporate tax exposure, including where a company failed to register for the 9% corporate tax regime.
Call +971 50 211 6931 or email info@nhalhammadi.com to book a 45-minute initial consultation. We will review your contract or dispute, explain your options, and set out all costs clearly at the outset.
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