Contract and business negotiation lawyers in Dubai

Two negotiations, one adviser

Every deal involves two negotiations, and most businesses get advice on only one of them.

The business negotiation

Price, structure, equity split, exclusivity, territory, control, the timetable and the exit. These are the points that decide whether the deal is worth doing, and they are usually settled in meetings and messages before a lawyer sees a draft. We help you set objectives and a walk-away position, read the other side's leverage, and decide what to concede and what to hold.

The contractual negotiation

Risk allocation: warranties, indemnities, limitation of liability, payment security, termination rights, intellectual property, change of control and dispute resolution. This is where a good commercial deal is quietly given back in the drafting. We run the issues list, hold the pen where we can, and make sure the contract says what was agreed in the room.

Because the same partners handle both, nothing is lost between the handshake and the signature.

What we negotiate

Joint ventures and partnerships

Partnerships with UAE groups, family businesses and government-related entities, including the contribution, control and exit points that decide whether the venture survives its first disagreement. See our guide to negotiating a joint venture with a UAE partner.

Investment and shareholder deals

Seed and growth rounds, strategic investments, founder and shareholder arrangements, and the term sheets that lock in most of the economics before the long-form documents start.

Acquisitions and disposals

Price mechanics, earn-outs, warranties and the disclosure process, run with our M&A practice.

Distribution, agency and supply

Exclusivity, territory, minimum purchase commitments, pricing, termination and the registration questions under the commercial agencies law, with our agency practice.

Major customer and supplier contracts

Enterprise customers, government-related entities and key suppliers, where the other side's standard terms are the starting point and the job is to know which few points are worth fighting for.

Settlements and exits

Shareholder exits, ending a distributor or partner relationship, and settling a commercial dispute before it becomes litigation.

How we run a negotiation

1. Agree the objectives and the walk-away

Before anything is sent, we agree with you what a good outcome looks like, what you will not accept, and what you can trade. Most negotiations go wrong because these were never written down.

2. Settle the economics in a term sheet

A short heads of terms that records the commercial deal saves weeks of drafting arguments later. We draft it so that it binds only where you want it to.

3. Hold the pen

The party that produces the first draft frames the negotiation. Wherever the deal allows, we draft first.

4. Negotiate from an issues list

Every round produces a short list of open points, each with your position, the other side's position and a proposed landing. Decisions are made on points, not on paragraphs.

5. Choose who is in the room

We can lead the negotiation for you, sit beside you, or brief you and stay out of sight. The right answer depends on the relationship you want with the counterparty after the deal is signed.

6. Close cleanly

Conditions, signing authority, execution formalities and the post-signing steps, so that the deal you negotiated is the deal that takes effect. Our negotiation playbook sets out the approach in more detail.

Negotiating in the UAE

UAE negotiations reward patience and relationships. Decisions often sit with a principal or family member who is not in the first meetings, and identifying that person early saves time. Government-related entities and large groups work from standard terms with limited room to move, so the skill is choosing the few points that matter. The Civil Transactions Law imposes a duty of good faith in performing contracts, and onshore courts look at substance over labels, so a document marked non-binding can still create obligations. Our Emirati partners advise on how a counterparty should be approached and when to escalate, and Arabic-speaking members of the team can take part directly where that helps.

Who sits at the table

Commercial work is led by founder and managing partner Harly Zappino, whose corporate and M&A practice covers shareholder and joint venture documentation, capital raisings and transactions exceeding USD 1.4 billion in aggregate value, with founding partner Levent Shevki, who has more than 17 years in corporate, commercial and M&A practice and sits on the other side of the table too: he is a founder and board director of Twenty3 Sport and Entertainment and oversees a portfolio of more than ten operating companies. Our Emirati founding partners Khalil Abdulla, Feras Al Sadek and Shihab Al Hashimi bring the regional judgement that decides how a UAE counterparty should be approached, and specialist teams cover construction, creator and brand deals and Chinese-language matters.