Mergers & Acquisitions
Mergers, acquisitions and legal due diligence in Saudi Arabia
Legal advice on mergers and acquisitions in Saudi Arabia: deal structuring, legal due diligence, negotiation, purchase documents and regulatory completion.
Mergers, acquisitions and legal due diligence in Saudi Arabia
A successful deal does not begin with the purchase agreement. It begins with understanding what is actually being bought, which obligations may travel with the deal, what must be a condition of closing, and what can be dealt with through price, security or indemnities.
Structuring the deal
We compare the available alternatives from the angle of the transfer of ownership, contracts, licences, employees and contingent liabilities. The result may be a purchase of shares or interests, an asset purchase, a staged investment, or a restructuring before the sale.
Legal due diligence
We review ownership, governance, key contracts, financing, security, licences, employment, disputes, intellectual property, real estate and regulatory obligations, then classify the findings by their effect on the deal.
Deal documents
Depending on the case: a letter of intent or memorandum of understanding, a purchase agreement, an investment agreement, a shareholders' agreement, disclosure schedules, corporate resolutions, completion documents and any transitional arrangements.
Negotiation
We concentrate on the issues that change the value of the deal or the client's position: representations and warranties, limits of liability, the claims period, conditions to closing, pre-closing undertakings and price-adjustment mechanisms.
Completion and after
We use a closing checklist showing who does what and when, and which documents must be signed or updated, then follow the post-closing obligations.
Next step
If the deal is at an early stage, we can start before the memorandum of understanding is signed, to set the structure of the review, the documents and the negotiation points that should not be left until after the commercial agreement.
Mistakes we see most often in this kind of matter
A vague memorandum of understanding. Not specifying what is binding and what is mere intent opens the door to a dispute before the deal even starts.
Due diligence without measuring the impact. A list of documents is not enough; what matters is knowing the effect of each finding on price and protections.
Separating the review from the agreement. The results of due diligence must be reflected in the warranties, indemnities and conditions to closing.
No one responsible after closing. Post-closing obligations are forgotten unless each is assigned to a person and a deadline.
How the work runs
- 01
The preliminary agreement. We draft the memorandum of understanding or letter of intent within their proper limits.
- 02
Due diligence. We examine the legal side of the target and measure the effect of what we find.
- 03
The agreement and negotiation. We draft the purchase agreement and protections and negotiate on price and risk.
- 04
Closing. We use a closing checklist showing who does what and when.
- 05
After closing. We follow the later obligations until they are complete.
What we need to start
You do not need every document before you contact us, but having the following shortens the first assessment:
- Constitutional documents and the register of owners
- Key contracts
- Licences and registers
- Pending cases and claims
- Financial information to the extent the legal review requires
Frequently asked questions
What is the difference between buying shares and buying assets?
A share purchase transfers the company with its rights and liabilities; an asset purchase transfers only what is expressly identified. Each has different effects on liabilities and approvals.
How long does due diligence take?
It varies with the size of the company and how ready the documents are. We set its scope and duration at the start of the work.
Does your service cover drafting or only the review?
Both, because the results of the review are translated into clauses of the agreement.
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The information on this page is general and is not a legal opinion on a specific matter; the answer depends on the facts and on the law in force at the time.