Legal advice for major transactions

Define the transaction and the mandate

An acquisition, disposal, strategic investment, joint venture or substantial property transaction requires a coherent account of what is being transferred, who bears the risk and what must happen before completion. Hyam El Hachem Law Firm supports the legal process through an agreed scope of review, negotiation, documentation and coordination.

At the outset, identify the parties, ownership structure, commercial objective, jurisdictions and timetable. Distinguish the legal mandate from valuation, financial, technical and tax work so that responsibilities and decision points are clear.

Turn due diligence into decisions

The purpose of legal due diligence is to identify matters that affect the proposed transaction and the terms on which it should proceed. The appropriate review depends on the transaction and the documents available. Findings should be translated into further enquiries, contractual protections, required consents or issues to resolve before signing.

• Ownership, authority, corporate approvals and the interests being transferred.
• Material contracts, transfer restrictions and change-of-control provisions.
• Existing security, liabilities, disputes and contingent obligations.
• Relevant licences, property interests and third-party or regulatory consents.

Negotiate protections that fit the identified risks

Representations and warranties, disclosure, indemnities, covenants and limitations of liability should respond to the issues identified and the parties’ commercial agreement. Conditions precedent can define what must be satisfied before completion; termination rights should address the consequences if those conditions are not met.

Where appropriate, discuss payment mechanics, retention, escrow or security arrangements with the relevant providers. Their availability and enforceability require assessment under the governing law. Legal coordination does not itself mean that the firm holds transaction funds or provides escrow services.

Maintain discipline through signing and completion

An agreed completion agenda can bring together documents, approvals, signatures, payment instructions and the steps required to transfer the relevant rights. Responsibility for each item, the evidence required and the sequence of actions should be understood before funds or documents are released.

Post-completion work may include filings, registrations, notices, deferred obligations and claims procedures. For a transaction involving more than one jurisdiction, the role of local counsel and other specialists should be coordinated expressly.

Bring the commercial essentials to the first discussion

A concise transaction brief allows the firm to assess the proposed mandate, identify immediate priorities and discuss the resources required. Avoid sending a full confidential data room with an initial enquiry.

• The transaction type, parties and relevant countries.
• An indicative value or scale, proposed structure and timetable.
• Any term sheet, heads of terms or confidentiality agreement.
• The principal commercial risks and outstanding negotiations.
• Existing advisers and the legal support you require.
• Consultations in English, French or Arabic.