Reflections from The Managing Partner

Activity in the MENA region is on the rise. In the first half of 2026, deal volume and value increased progressively after geopolitical conditions created market uncertainty. According to EY data, 390 deals worth a combined US$46.7 billion were recorded in the first half. Q2 deal value rose an impressive 105% year-on-year to US$25 billion, with 61% of Q2 deal volume and 79% of deal value registered in May and June.

With any transaction, strong outcomes hinge on thorough strategic planning, expert legal advice, and comprehensive risk management. This edition of Law Update highlights recent market trends and legal developments affecting M&A deals across the region.

The current landscape for M&A transactions

There is a growing regulatory emphasis on bolstering the rules governing M&A transactions. The UAE’s new Civil Transactions Law introduced significant reforms to how negotiations may proceed. This included enhancing the framework for remedies, contracts, representatives, and governing law.

Jordan has also raised the baseline of expected conduct. Directors of qualifying companies are now personally liable for failing to fulfil their duty of care in overseeing or participating in M&A transactions. Rigorous documentation of board decision-making processes could protect directors against later claims of negligence or bad faith.

We are seeing enhanced foreign investor interest in the region. There is a growing trend of direct participation in an investment fund’s general partner, particularly in the Abu Dhabi Global Market. Investors will need to ensure their governance and ownership rights are protected in any joint venture.

In Qatar, foreign investors can now own up to 100% of a limited liability company (LLP) in most sectors. When investing in an established company, there are myriad regulatory submissions and authorisations required that need careful handling to avoid completion delays.

Family offices are active buyers in the region and often take a long-term view in M&A deals. Rigorous due diligence could identify whether prospective acquisitions will generate cash at an acceptable risk-adjusted return after completion.

Managing M&A risks across the MENA region

Asset deals require careful consideration of the local legal requirements affecting their structuring and implementation. In Iraq, these include obtaining the necessary approvals for asset disposals and ensuring there are no compliance gaps that may result in regulatory delays.

When an asset sale becomes subject to financial distress it faces unique challenges, including changes to its timetable and scope. A distressed due-diligence review could identify risks that ordinary diligence may miss related to ownership, control, and valuation.Risk-based due diligence reviews are critical to uncovering potential issues that may emerge post-completion, particularly when the assumptions underlying a transaction are tested. Careful deal structuring and documentation could proactively address identified risks.

Post-completion issues may lead to warranty and indemnity (W&I) claims. Buyers seeking to establish a warranty breach should demonstrate that it caused a quantified recoverable loss under the terms of the sale and purchase agreement (SPA).

For private M&A deals in the UAE and KSA, success hinges on the creation of a coherent framework for the W&I policy and the SPA that is backed by thorough due diligence. Differences between the two legal instruments should be deliberately designed to align with the parties’ commercial risk allocations.

We hope you enjoy this M&A edition of Law Update. Please get in touch with our team if you would like to discuss any aspect of the topics covered or if you have any queries regarding an M&A transaction.

Jody Waugh
Managing Partner