Major Transactions

Legal advice for transactions that cannot afford surprises

We assist companies, financial institutions, and investors in managing the legal and regulatory aspects of major transactions and strategic projects.

Our team combines a strong knowledge of Bahraini law with a practical understanding of transactions. We advise clients from the initial planning and structuring stages through legal due diligence, negotiations, documentation, regulatory approvals, signing, completion, and post-completion matters.

Whether you are considering acquiring a company, selling a business, arranging financing, or issuing sukuk or bonds, obtaining legal advice at the right time can help you make informed decisions and avoid unexpected risks, costs, and delays.

Do you have a transaction or project under consideration? Contact us for an initial confidential discussion.

Contact Our Team

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Legal experience supporting important decisions

Complex transactions require more than reviewing documents or drafting agreements. They demand a clear understanding of the client’s objectives, careful identification of legal and regulatory risks, and the ability to coordinate multiple documents, parties, and requirements within a practical and organised process.

We advise on a broad range of transactions, including:

• Mergers and acquisitions.
• Sales and purchases of companies, shares, and assets.
• Business transfers and restructurings.
• Legal due diligence.
• Financing and refinancing.
• Capital markets including IPO, issuance of Sukuk and Bonds.
• Mortgages, security interests, and guarantees.
• Legal opinions.
• Corporate and regulatory matters.
• Commercial agreements connected with transactions.

In every transaction, we focus on protecting the client’s interests, explaining material risks, and recommending practical solutions that support the intended outcome.

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Mergers, Acquisitions, and Business Transfers

Integrated legal support from planning to completion

We advise buyers, sellers, investors, and shareholders on mergers and acquisitions, share and asset sales, business transfers, and corporate restructurings.

We help clients understand the proposed transaction structure and its legal and regulatory implications, identify the required approvals and procedures, and negotiate terms that protect their interests.

Our services include:

• Assessing the transaction structure and available legal options.
• Preparing and reviewing memoranda of understanding and letters of intent.
• Preparing and reviewing share and asset purchase agreements.
• Preparing business transfer agreements.
• Drafting disclosure letters, warranties, and indemnities.
• Reviewing change-of-control, assignment, and termination provisions.
• Identifying regulatory and third-party approvals.
• Addressing employee transfer matters.
• Preparing transitional services and business continuity arrangements.
• Preparing board and shareholder resolutions.
• Preparing ownership transfer documents and constitutional amendments.
• Managing the legal requirements for signing and completion.
• Monitoring post-completion obligations and procedures.

We support clients through each stage of the transaction, helping to clarify responsibilities and reduce the likelihood of delays or unexpected requirements.

If you are considering acquiring a company or selling a business, speak to us before committing to the transaction.

Discuss Your Transaction With Us

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Legal Due Diligence

Helping you understand what lies behind the documents

Legal due diligence is an essential stage of an acquisition, investment, or financing transaction. It helps the client understand the legal position of the target business and identify risks that may affect the transaction’s value, terms, or ability to complete.

We identify the legal matters most relevant to the client’s decision.

Our review may cover:

• Incorporation, legal existence, and corporate status.
• Ownership structure, share capital, and shareholder rights.
• Management powers and signing authority.
• Licences and regulatory approvals.
• Board, committee, and shareholder meeting records.
• Material contracts and commercial arrangements.
• Financing, mortgages, guarantees, and security arrangements.
• Real estate and leases.
• Employees, employment contracts, and benefits.
• Intellectual property and information technology.
• Data protection and confidentiality.
• Disputes, claims, and legal proceedings.
• Governance, compliance, and anti-money laundering.
• Powers of attorney and delegated authority.
• Other legal matters relating to the target’s business.

We present our findings clearly to help the client identify:

• Risks that should be addressed before signing.
• Matters that should be treated as conditions precedent.
• Warranties and indemnities that should be included in the transaction documents.
• Approvals and documents that must be obtained.
• Matters that may affect the price or structure of the transaction.
• Obligations that require post-completion follow-up.

Depending on the nature of the transaction, we can provide either a comprehensive due diligence report or a focused red-flag report.

Before investing or acquiring a business, make sure you understand the legal risks that may transfer to you with the transaction.

Discuss the Scope of Your Legal Due Diligence

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Financing and Refinancing

Legal advice supporting the successful completion of financing transactions

We advise financial institutions, companies, and investors on conventional and Islamic financing, refinancing, credit facilities, and security arrangements.

We help the parties understand the transaction’s legal requirements, review its structure and documentation, and identify the approvals, registrations, and procedures necessary for its implementation.

Our services include:

• Preparing and reviewing financing and facility agreements.
• Islamic financing and Sharia-compliant structures.
• Refinancing and amendments to existing facilities.
• Guarantees and bank guarantees.
• Real estate mortgages.
• Security over shares, interests, and other assets.
• Security over vessels and movable assets.
• Assignments of rights and receivables.
• Intercreditor arrangements and priority agreements.
• Corporate documents and internal approvals.
• Conditions precedent to utilisation.
• Registration, notarisation, and enforceability matters.
• Legal opinions relating to financing transactions.

We work to ensure that the financing documents are clear, consistent with the agreed structure, and accurately reflect the parties’ rights, obligations, and protections.

Contact Our Team

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Capital Markets including IPO, issuance of Sukuk and Bonds

Legal experience in debt capital markets transactions

We advise on IPO, sukuk and bond issuances and other capital markets transactions, working with issuers, financial institutions, arrangers, trustees, and local and international legal advisers.

Our services include:

• Reviewing the issuance structure from a Bahraini law perspective.
• Preparing and reviewing issuance documents.
• Reviewing offering documents and related agreements.
• Advising on the issuer’s corporate status and authority.
• Identifying regulatory approvals and notifications.
• Reviewing security and asset-related documents.
• Managing signing and completion procedures.
• Preparing legal opinions on capacity, authority, validity, and enforceability.
• Advising on further issuances and programme updates.
• Advising on restructurings and amendments to existing issuances.

We provide legal support that reflects the nature of the transaction, the requirements of the different parties, and the timetable for the issuance.

Discuss a Capital Markets Transaction With Us

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Legal Opinions

Clear legal opinions supported by careful review

We prepare legal opinions tailored to the transaction, the relevant documents, and the parties entitled to rely on them.

Our legal opinions may address:

• Legal existence, capacity, and corporate powers.
• Due authorisation and execution.
• Corporate and regulatory approvals.
• Validity and enforceability of obligations.
• Registration, notarisation, and filing requirements.
• Choice of law and jurisdiction.
• Arbitration and enforcement of arbitral awards.
• Recognition and enforcement of foreign judgments.
• Immunity and the appointment of process agents.
• Taxes, duties, and admissibility of documents in evidence.

Each legal opinion is prepared with reference to the transaction documents, the laws in force, and the relevant assumptions and qualifications.

Contact Us About a Legal Opinion

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Regulatory Advice

Understanding regulatory requirements before they affect the transaction

The ability to complete a transaction and the timetable for doing so may depend on obtaining approvals, submitting notifications, or satisfying particular regulatory requirements.

Our team has experience advising on legal matters involving regulated sectors in the Kingdom of Bahrain, including:

• Banking services.
• Insurance and takaful.
• Investment and asset management.
• Capital markets.
• Ancillary service providers to Financial institutions.
• Fund companies.
• Fintech companies.

We assist clients in (non-exhaustive):

• Identifying required approvals and notifications.
• Understanding how regulatory requirements affect the transaction structure.
• Preparing and reviewing regulatory applications and correspondence.
• Addressing licensing and controlled-function matters.
• Assessing the implications of a change of control or business transfer.
• Understanding governance and compliance requirements.
• Coordinating regulatory requirements with the transaction documents and timetable.

Involving legal advisers at an early stage allows regulatory requirements to be considered when the transaction is being designed, rather than discovered at a later stage.

Contact Our Team About Regulatory Requirements

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Experience in Regulated Sectors

We advise companies and institutions operating in legal and commercial environments that require a high degree of accuracy, confidentiality, and regulatory understanding.

Our experience includes sectors such as:

• Banks and financial institutions.
• Insurance and takaful.
• Investment and asset management.
• Capital markets.
• Fund companies.
• Fintech companies.
• General companies and corporate groups.
• Infrastructure and major projects.
• Real estate and leasing.
• Technology, services, and commercial activities.

Our advice takes account of the nature of each sector, its applicable regulatory requirements, and the client’s commercial objectives.

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Why Choose Our Firm?

Legal understanding and commercial awareness

We do not view a transaction as an isolated legal document. We consider it in the context of the client’s objectives, business, and intended outcome.

Experience in complex transactions

We advise on transactions involving multiple parties, interrelated documents, regulatory requirements, and demanding timetables.

Focus on material risks

We focus on matters that may genuinely affect the decision, transaction value, or ability to complete, rather than overwhelming the client with details that do not change the outcome.

Practical and actionable solutions

We do more than identify legal issues. We explain their practical implications and recommend appropriate ways to address them.

Legal services in Arabic and English

We provide advice and prepare legal documents in both Arabic and English for local and international transactions.

Knowledge of Bahrain’s legal and regulatory environment

We combine knowledge of Bahraini law with a practical understanding of the relevant procedures and regulatory requirements.

Confidentiality and independence

We handle client information and transactions with the highest degree of confidentiality, while observing legal privilege, conflict-of-interest requirements, and professional obligations.

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Speak to Us at an Early Stage

Early legal involvement can save time and cost!

Involving legal advisers at an early stage may help you:

• Select an appropriate legal structure.
• Identify the required approvals.
• Discover risks before committing to the transaction.
• Avoid delays at signing or completion.
• Negotiate appropriate contractual protections.
• Establish a realistic timetable for the transaction.

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Discuss Your Transaction With Us in Confidence

Whether you are considering an acquisition, selling a business, arranging financing, IPO, issuing sukuk or bonds, or assessing legal risks before making an important decision, our team would be pleased to discuss your requirements in confidence.

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Contact us to find out how we can support your transaction.

Send Us Your Enquiry