M&A and joint ventures

We are a market leader in M&A and joint ventures.

Our team of international and local M&A specialists regularly advise on domestic and cross-border share sale agreements, business sale agreements and asset sale agreements. We also advise on hive-downs and carve-outs, pre-sale reorganizations, and intra-group corporate restructurings.

Our team’s work in the context of M&A transactions includes, amongst other things:

• drafting and negotiating NDAs;
• drafting and negotiating term sheets, memoranda of understanding and heads of terms;
• conducting vendor legal due diligence;
• conducting purchaser legal due diligence;
• preparing legal due diligence reports and high-level executive summaries;
• drafting and negotiating share sale agreements, business sale agreement and asset sale agreements;
• drafting and negotiating parent company undertakings in relation to non-compete restrictions;
• drafting and negotiating parent company guarantees;
• drafting and negotiating disclosure letters and disclosure schedules;
• drafting and negotiating escrow arrangements; advising on regulatory and other conditions precedent to completion;
• liaising with relevant ministries/authorities in Oman to obtain any necessary approvals; and
• registering share/business transfers with applicable ministries, authorities and regulators in Oman.

We are intimately aware of market practice and our approach to M&A transactions is solution-driven and commercial. We specialise in drafting price adjustment mechanisms such as locked boxes, completion accounts, earn-outs, and deferred consideration. We proactively find solutions to issues that have been identified during due diligence, including by way of conditions precedent, indemnities, warranties, and price adjustments. Our relationships with ministries means that we are expertly placed to resolve regulatory issues. We draft warranties to address particular sector/industry issues in Oman and to address other relevant Omani law issues. We are a full service law firm and offer a “one stop shop” service for vendors and purchasers wishing to conduct a full legal due diligence investigation of a business.

We also routinely act for clients in relation to domestic and cross-border joint venture agreements, shareholders’ agreements, PE-style investment agreements, voting agreements, and other inter-shareholder agreements.

These joint ventures can either relate to existing companies (for example, following the sell-down of some of a shareholder’s shares) or to new companies. The terms of these agreements will depend on whether the joint venture company is an LLC or an SAOC, as well as on the sector and industry in which the joint venture company operates (and we tailor these agreements accordingly). Our clients value our commercial approach to negotiating these agreements (including in relation to voting rights, reserved matters, restrictions on the transfer of shares, deadlock resolution, and shareholder commitments to providing further equity/debt finance).

One of our key roles is also to prepare the constitutional documents of joint venture companies (which we draft so as to ensure consistency with the shareholder agreements). Our relationship with ministries means that we are ideally placed to liaise with authorities and regulators in relation to the formation of joint venture companies.