Sector Foreword

2 min 38 sec August 19, 2026 (Edited)

Written by

Richard Catling

Partner

r.catling@tamimi.com View LinkedIn Profile

Welcome to this edition of The Art of the Deal: M&A in the Middle East, in which our M&A teams from across the region set out practical, on-the-ground guidance for practitioners and investors navigating transactions in a fast-evolving market.

Private M&A in the GCC and the wider Middle East continues to grow in scale and sophistication, and with that growth comes a corresponding increase in the complexity of the issues that transaction counsel are asked to manage. This edition brings together eleven articles from our offices across the region, each addressing a distinct aspect of the considerations that go into ensuring a successful deal is made.

On transaction structuring and risk transfer, our warranty claims article examines what happens after completion, setting out how causation, valuation and the SPA’s limitations regime combine to determine whether a warranty breach translates into a recoverable claim.  Our companion piece on warranty claims takes the reader further down that same road, asking what actually happens when a warranty is breached: how causation is proved, how diminution in value is measured, and why the limitations schedule in an SPA should be read, at the drafting stage, as if it were a future statement of case. Together, the two articles make a simple but crucial point: the protection a buyer believes it has negotiated is only as good as the contract that underpins it. 

Reflecting the increasing interest of family office structuring in the Middle East and the part private capital plays in M&A, our article considers how family offices are bringing institutional rigour to their acquisition processes, while our article on general partner co-sponsorship explores the growing trend of investors taking direct stakes in a private equity fund’s manager rather than simply co-investing alongside its fund.

On jurisdictional developments, our Qatari article provides a practical walkthrough of the share transfer process for mainland limited liability companies; our Kuwaiti article considers the shift from checklist-based diligence towards stress-testing of key contractual and operational risks; our Iraq article addresses the legal considerations relevant to structuring and implementing asset deals; our Jordanian article examines the personal liability exposure of directors involved in M&A transactions, examining when a board decision made in the ordinary course of a transaction becomes a source of personal liability for the directors who made it; our Bahraini article considers the enforceability of shareholders’ agreements and the protections available to minority shareholders; and our UAE article analyses the impact of the UAE’s new Civil Transactions Law on M&A practice, including the new pre-contractual good faith and disclosure obligations it introduces.

None of these are abstract concerns. They are the questions that determine whether the price paid reflects the business acquired, whether the protections negotiated actually protect, and whether the people who made the decisions can stand behind them later.

We are grateful to all of the authors who have contributed their time and expertise to this edition, and to the external contributors who have shared their perspectives on the evolving transactional risk market. We hope you find this edition a useful and practical resource, wherever in the region your next transaction occurs.