CORPORATE & COMMERCIAL

Services

OVERVIEW

BridgePoint offers legal services at all stages of the business cycle. It starts with the incorporation of a company and extends to a variety of general corporate matters. We routinely guide companies in dealing with their business and legal issues and assist and advise them on complex transactions. Our extensive expertise in corporate law, tax law, competition law, regulatory structuring and our understanding of various commercial sectors enables us to successfully handle many complex transactions.

We advise our clients on a wide variety of corporate transactions, including mergers and acquisitions, scheme of arrangement, business and asset transfers, de-mergers, joint ventures, strategic alliances, buyouts, capital reduction, share buy-backs, stock swap arrangements and corporate reorganization. Our services are not limited to conducting due diligence exercises, drafting and negotiating documents, providing regulatory and corporate compliance solutions, structuring advice, or evaluating entry- exit mechanisms. We always strive to provide comprehensive results for our clients.

We have advised clients in many sectors, including automobile, aviation, consumer products, healthcare, hospitality, food and related products, financial services, information technology, infrastructure, media, real estate, shipping and maritime, steel and telecommunications. We understand the intricacies of the regulatory environment for these sectors in the MENA region and are, therefore, able to help our clients achieve their business objectives. Our client base includes large multinational conglomerates, listed companies, financial institutions and strategic investors.

Our clients benefit from our team’s multidimensional knowledge and value our in-depth expertise, availability and the involvement of our partners throughout the transaction cycle. The focus of our team is to provide our clients with the optimal solution for overcoming the complexities of commercial transactions, by developing innovative solutions that mitigate any risks.

Strategy & Structuring Support

We provide advice to our clients on structuring their transaction, so that it is consistent with all applicable laws and tax provisions. Our corporate and commercial team works closely with our outstanding tax, regulatory and competition practices. This allows us to strengthen the structure of every deal and to provide solutions to the most complex legal issues.  We can, therefore, provide a quick turnaround, which is vital in any M&A transaction.

Our team has advised on a wide variety of corporate structuring and restructuring related projects. We specialize in the design and implementation of corporate structures. We begin by designing a structure for our client, that is based on the complexity of their needs. This is always done in a legally consistent manner taking into consideration their commercial goals.  We also assist them with implementation, helping them to respond to any challenges. Our corporate structuring services include:

  • Company formation, including the establishment of branch and representative offices of foreign companies, limited liability companies and free zone entities.
  • Group reorganizing including restructuring and de-registration of existing entities to achieve maximum management and operational efficiency.
  • Advising on restructuring or transactional (e.g. private placement, acquisition) structures, including those with a cross-border element, as well as the implementation process.
  • Advising on the optimal corporate structure to conduct commercial activities at all stages.
  • Drafting, reviewing and advising on nominee, shareholder agreements and any other related required documents.
  • Advising on corporate laws and regulations, including regulatory strategies and compliance.
  • Carrying out corporate regulatory due diligence to advise on and ensure corporate compliance in the context of acquisition sales and general documents.
  • Providing corporate services to DIFC and Jebel Ali offshore companies, including the provision of the registered address.

Transaction Support

Our team assists in reviewing, drafting, negotiating and executing the transaction documents, such as term-sheets, business purchase agreements, shareholder agreements, voting rights agreements, non-compete agreements, non-disclosure agreements, escrow agreements, schemes of arrangement, stock swap agreements, employment agreements and transition agreements.

Regulatory Audit Support

The Corporate and Commercial team assists clients in drafting, filing and coordinating the regulatory approvals and consent processes, including approvals of FTA, as well as any other local permits and consents. We also conduct tax optimization studies in target companies for our clients. This service has helped our clients to achieve substantial savings.

Post-Closing Support

We provide post-closing support to our clients, in the form of integration planning, risk mitigation, establishment of a restructuring board, listing agreement compliances, etc. We have a dedicated team with experience in corporate financing, structured financing and securitization.

Support for Investments

Our team has assisted key private fund stakeholders, including investment managers, sponsors and seed investors, lead investors, funds of funds, placement agents and co-investors. The team has represented both funds and portfolio companies on transactions. As a result, we have an excellent understanding of concerns from all perspectives.

Commercial Agencies

We provide advice on all types of commercial agency arrangements, including distribution agreements, franchise agreements and various other types of representative agreements. We frequently address the key legal and regulatory issues involving commercial agencies and the impact of relevant local laws on these arrangements.

Corporate Administration Support

The BridgePoint team provides assistance with company administration to businesses throughout the MENA region. In conjunction with other specialist practice areas, including corporate structuring, we provide a full range of services for the establishment and ongoing administration of companies both onshore and in free zones. Our team can provide assistance in the following areas:

  • Prepare board/shareholders meetings packets, including attendance at those meetings and taking minutes.
  • Interact directly with regulatory authorities on behalf of our clients.
  • Provide a registered office.
  • Maintain shareholder, director and company secretary registers.
  • Act as a company secretary.
  • Act as a nominee shareholder.
  • Assist with bank account opening process to the extent allowed under relevant regulations and financial institution policies.
  • Assist with residence visa/immigration matters.
  • Witness the execution and certification of documents as true copies.

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