Navigating Regional Conflict: Practical Guidance for Your Corporate Transactions

The ongoing regional conflict continues to create operational, regulatory, and logistical challenges across the MENA region. For investors and dealmakers, understanding how these developments may affect current and future transactions is essential to safeguarding commercial and legal interests.

You may have seen our previous publications addressing similar themes:

• Client Alert: Strait of Hormuz disruption and English law force majeure – Al Tamimi & Company
• Force Majeure in Bahrain: Legal Implications for Contractual Obligations During Regional Military Escalation – Al Tamimi & Company
• Regional Conflict and Contractual Performance: Navigating Force Majeure Across UAE Legal Frameworks – Al Tamimi & Company
• Current Geopolitical Developments and Regional Real Estate and Hospitality – Practical Considerations for Stakeholders – Al Tamimi & Company

In light of recent developments, we outline below several key considerations for investors and transaction parties navigating this evolving environment:

a) Insurance and Risk Allocation

• Review insurance provisions carefully. This is an opportune time to confirm that financing and transaction documents mandate adequate insurance coverage—and that existing policies will in fact respond to conflict-related risks. Such confirmation is particularly important in asset-heavy transactions such as real estate or infrastructure deals.
• Investors and transaction parties should also stay alert to policy changes. Consider requiring counterparties to provide prompt notice of any cancellation, material amendment, or new exclusions or premium increases connected to conflict or sanctions exposure.

b) Conditions, Timelines and Market Infrastructure

• Check exclusivity periods and seek extensions, if prudent or necessary, sooner rather than later. Be considerate of the current issues when entering into letters of intent/heads of terms.
• Revisit deal timetables. Long-stop dates and satisfaction periods for conditions precedent or subsequent may need to be extended, particularly where reliance is placed on regulators, banks, registries, or free zones. Longer lead times may be advisable in some cases.
• It is also important to test whether existing conditions are still achievable. Regulatory clearances, inspections, site visits, and bank KYC processes may face delays in the current environment. Where such conditions are difficult to meet, counterparties may wish to restructure them as post-closing obligations, supported by escrows, holdbacks, or indemnities, rather than as strict pre-closing requirements.
• The regional conflict may affect working hours and operations of courts, registries, and regulators. Where possible, flexibility should be built into filing timelines and closing schedules.
• Market participants should also expect intermittent systems disruptions. Transaction documents may benefit from short extension mechanisms or fallback procedures to accommodate temporary system unavailability.

c) Sanctions

• Monitor ongoing sanctions developments (including OFAC, EU, and UK measures), Sanctions-related representations, undertakings, and information covenants must remain accurate, viable, and appropriately risk-allocated. Where payment flows, counterparties, or supply chains carry heightened sanctions exposure, enhanced contractual protection may be warranted. Where payment flows, counterparties, or supply chains potentially carry different sanctions exposure, different contractual protection may be warranted.  Specific sanctions advice should always be sought from our highly specialised and knowledgeable Compliance, Investigations and International Co-Operation team.

d) Data compliance

• Remain alert to temporary regulatory reliefs, such as cross-border data storage permissions affecting M&A and financing transactions. Where a counterparty has migrated data offshore, parties should seek full disclosure of the data in question, the jurisdictions involved, and repatriation plans—and may consider whether additional indemnities are appropriate.

e) Mac Provisions

• Material Adverse Change (MAC) provisions also merit renewed attention. Investors and transaction parties should confirm whether events such as regional conflict, sanctions, or market volatility are carved out as general market risk—or whether specific effects (e.g. loss of key licences or market access) would trigger relief.

f) Arbitration Seats:

• For new transactions, it may also be prudent to revisit arbitration seat selection. Considerations include enforceability, neutrality, and logistics, noting that most hearings can now be effectively managed online.

g) Execution, Closing Mechanics and Force Majeure:

• Investors and transaction parties should plan for execution challenges. Physical signing, notarisation, and courier logistics are becoming increasingly difficult. Early engagement with counsel is recommended to ensure that execution mechanics remain feasible.
• Where legally possible, electronic signatures should be adopted, and realistic buffers built into closing timelines. Closing steps and sequencing also warrant verification.
• Execution formalities for key filings—such as share transfers, security registrations, or property transfers—should be checked to ensure achievable timing, with flexibility built into procedural sequencing where necessary.

h) Understand force majeure in the region

• Investors and transaction parties should understand how force majeure operates in the relevant jurisdiction. In onshore GCC countries, civil codes impose mandatory rules on force majeure and “exceptional circumstances,” enabling courts to extinguish or rebalance obligations when performance becomes impossible or excessively onerous due to external events.
• Conversely, in the DIFC and ADGM, such concepts remain contractual, with far greater freedom for parties to define what constitutes force majeure and the resulting remedies—with limited court intervention.

While heightened uncertainty inevitably brings risk, it also presents opportunity for investors who take informed, proactive steps to manage exposures and position themselves strategically. With its strong regulatory frameworks, robust financial infrastructure, and continued government focus on regional stability, the MENA market remains a compelling environment for long-term investment.

Our team stands ready to support you in developing practical, structured solutions to protect and enhance the value of your transactions across the region. Please reach out to discuss how we can assist you in achieving your investment objectives with confidence. We have specialist lawyers in all relevant practice areas to assist in the highly technical areas referenced above, such as sanctions and data compliance.

If you have jurisdiction-specific queries, please contact your key Corporate contact in the relevant jurisdiction below:

Andrew Tarbuck (Dubai, UAE)

Samer Qudah (Dubai, UAE)

Ali Bachrouch (Northern Emirates, UAE)

Alex Ghazi (Abu Dhabi, UAE)

Rad El Treki (Manama, Bahrain)

Khaled Saqqaf (Amman, Jordan)

Philip Kotsis (Riyadh, Saudi Arabia)

Hesham Al Homoud (Riyadh, Saudi Arabia)

Thomas Calvert (Al Khobar, Saudi Arabia)

Ahmed Jaafir (Doha, Qatar)

Mohammed Norri (Baghdad, Iraq)

Ahmed Al Barwani (Muscat, Oman)

Arif Mawany (Muscat, Oman)

Ayman Nour (Cairo, Egypt)

Amr Namek (Cairo, Egypt)

Omar Zizi (Casablanca, Morocco)

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