Transactions

In recent decades, corporate structures became highly complex arrangements, with a view of keeping certain parts of the business at arm’s length, make others impenetrable, and e.g., shield shareholders from privacy invasion.

The transaction’s team comprises of qualified lawyers and attorneys with over 18 years of an experience in the field of corporate and commercial law. The core areas of expertise include private equity, venture capital, M&A, joint ventures, exchange control advisory, real estate and infrastructure and investments.

We, along with our Co-counsels have assisted several multinational companies operating business in and from the UAE and the MENA region, in commercial transactions including projects, regulatory & compliance, funds & investments, labour & employment, tax and multi-jurisdictional dispute resolution.

The team has previously advised clients in diverse sectors like healthcare, hospitality, real estate, e-commerce (start-ups), and technology, and are involved in advising and assisting several organizations with real estate and infrastructure projects.

Some of the key transactions handled by the team in varied sectors of corporate M&A, PE/VC practice and consulting include:

Government Advisory:

• Advised and assisted a statutory authority entrusted with development of vacant land plots for commercial use for the purpose of generating revenue by non-tariff measures on a transaction. The assignment included development of model documents for lease of land parcels to private parties for development of project wherein the lease rental is charged primarily on a revenue share model.
• Advised and assisted on commercial development of land side at airports, in the preparation and finalisation of the request for proposal (RFP), pursuant to which the sites at different airports would be given to the selected bidder on a leasehold basis.
• Advised and assisted an aviation authority in the selection of concessionaires for the construction of aircraft hangars on a DBOM basis (Construction cum Licence to Operate and Maintain) at various airports and subsequent license of such hangars to the respective concessionaires and in preparation of the request for proposal and the concession agreement for the project.
• Advised and assisted a government ministry for the transfer of hotels.
• Advised and assisted in relation to a bid for redevelopment of a railway station.  The scope included rendering legal advice in relation to the terms and conditions of the bid documents (including the lease agreement) and the issues related to the title of the land.
• Assisted and advised a development authority in the selection of a developer for development, marketing, and sale of plots in a real estate township. Also, involved in the preparation and finalization of the request for proposal and the concession agreement for the project and assisted in addressing the bid queries and execution of the concession agreement with the selected bidder.

Real Estate and Infrastructure (Non-Government):

• Advised a well-known real estate group in due diligence process of its real estate assets (more than 60 assets). Discovered the issues with respect to conversion of use, title issues, approvals required for disposal of assets and advising on modes in which assets may be disposed of in the market;
• Advised an automotive company in the acquisition of properties for opening show rooms and auto repair workshops involving:

1. 1. Due diligence services;
   2. Drafting MOU’s, LOI’s, lease deeds, sale deed;
   3. Handling stamping and registration of conveyance deeds and
   4. Advising on regulatory compliances required for transfer, structuring of the transaction and other related aspects.

• Advised a hospitality company owning various restaurant brands and having outlets globally, in relation to a proposed joint venture agreement with another entity. The role work involved reviewing of MOU and structuring the alternate mechanisms for escrow arrangement to protect the client’s interest.
• Advised and assisted a client intending to acquire certain properties in drafting and finalization of the memorandum of understanding setting out the broad terms and conditions, requirements and specifications on which the client will acquire the properties on lease basis.
• Legal advisory related to drafting and finalization of lease deed, usage of land, legal drafting agreements related to leasing/O&M of commercial spaces in a mall, movie theatre and amusement park and related advisory.
• Advised and assisted a large real estate company in their projects-handling due diligence, drafting and negotiation of JDA’s and other transactional documents and also entering into celebrity endorsement agreements with international celebrities for branding of the client’s real estate projects.
• Advised and assisted a large infrastructure company, in accepting investment from investors for its highway projects.

Technology, E-commerce, Fintech and ITES:

• Advised and represented a media company in acquisition of a news portal. Role included conducted a comprehensive corporate, HR and legal due diligence, drafting, negotiating and finalizing the definitive agreements and advising client with respect to various legal issues involved in the transaction.
• Advised and represented an online community for millennial women to read, watch, shop and hangout in its acquisition by a beauty products retailer.
• Advised and assisted a software company based in the US and Australia, in relation to internal structuring by way of a business transfer arrangement in order to facilitate raising of proposed investment.
• Advised and assisted a tech-enabled student housing company for its joint venture with a PE firm to own and operate facilities for educational institutions. Advised for setting up its ESOPs structure, involving drafting of ESOP policy, ESOP agreements and advice on compliances related to implementation of the ESOP structure.
• Advised and assisted a B2B online portal with investment rounds. The role involved drafting of transaction documents, such as investment agreement, share purchase agreement for secondary round and further assisting and advising on the closing related compliances.

Other:

• Advised and assisted a hospital in investment transaction in Series A and Series B rounds. Advised and negotiated term sheets, review, negotiation and closing of share subscription agreements, shareholders agreement and various other documentations and assisted in closing of the entire transaction.
• Advised and represented a client in establishment of hospitals on an O&M cum lease model.
• Rendered advice to a company engaged in the business of development, production, marketing and distribution of health and wellness products.
• Advised and represented a book house in acquiring prominent publishers. 
• Advised and assisted companies in setting up a subsidiaries, secretarial and regulatory services, advised on exchange control laws, reviewed the bid documents and assisted in execution of the agreements.
• Advised and assisted clients in developing master franchise agreements and sub-franchise agreements for selling and supplying various products including telecom products and services.
• Advised and assisted clients in developing agreements to be entered between distributors and retailers basis different models such as bulk purchase, MBO, managed franchise.