Due Diligence Lawyers
We produce legal due diligence reports that surface risk before a transaction closes.
Overview
A due diligence report is not a list of what we found; it is an ordering of what matters. A buyer does not need three hundred pages describing the company. They need to know what could kill the deal, what reduces the price, and what can be handled by a clause in the contract.
We conduct legal due diligence and issue a report ranked by priority: ownership and structure, material contracts and change-of-control terms, employment liabilities, live and potential disputes, licences, intellectual property, and zakat, tax and regulatory compliance.
We always start by asking the buyer: what kills this deal for you? Open-ended diligence without priorities consumes time and budget on details that change no decision, while targeted diligence reaches what matters within days.
The legal framework
Diligence covers the legal areas that determine a deal's value and risk:
- The Companies Law on ownership, structure and validity of resolutions
- Material contracts and change-of-control and termination provisions
- The Labour Law on employment liabilities that transfer
- Zakat and tax on unsettled liabilities
- Sector licences and their transferability
- Live and potential disputes and their financial effect
Situations we handle
Pre-acquisition diligence
Identifies what kills the deal, what reduces the price, and what a contractual clause can address — ranked by priority.
Vendor due diligence
Self-diligence before taking a company to market fixes problems early instead of discovering them in price negotiation.
Diligence before a funding round
Investors examine ownership, IP and contracts. An organised company closes noticeably faster.
Scoped diligence
Targeted diligence on one area — employment, tax or licences — at much lower cost and time.
Diligence for financing
Lenders require diligence focused on assets, security and its enforceability.
Costly mistakes we see
- 1
Financial diligence only
Accounts do not reveal a change-of-control clause, a live employment dispute, or a licence about to expire.
- 2
Diligence without priorities
A report treating every finding with equal weight is neither read nor used to make a decision.
- 3
Accepting verbal answers from the seller
What is not produced as a document is not relied on. A verbal answer is recorded as a gap, not as confirmed information.
- 4
Starting diligence after a binding signature
Diligence after commitment loses its negotiating value, because what is found can no longer change the terms.
How the procedure runs, step by step
A due diligence report is measured by what it found, not by its length. Its job is to identify what reduces the price, kills the deal, or needs specific protection.
- 1
Scope the diligence and set priorities
We decide what deserves deep examination given the deal: ownership, workforce, tax exposure, licences, or contracts. Examining everything equally consumes the budget and buries the material issues.
- 2
Request documents and run the data room
We prepare a structured request list and chase what is missing. Documents not produced are themselves a finding, recorded in the report as unexamined scope rather than a clean result.
- 3
Legal review by workstream
We examine ownership and its chain of title, material contracts and change-of-control clauses, employment liabilities, pending litigation, and licences and their transferability. A change-of-control clause alone can cost the buyer the most important contract in the deal.
- 4
Assess impact and grade the risks
We grade each finding: deal-breaker, price-affecting, curable before closing, or acceptable. That grading is what makes the report usable in negotiation.
- 5
Recommendations tied to the agreement
We convert findings into clauses: specific representations and warranties, conditions precedent, a holdback, or a specific indemnity. A report without proposed clauses is information, not protection.
Documents we will ask you for
- Commercial registers and constitutional documents
- Audited financial statements for three years
- A schedule of material contracts and licences
- Employment files and GOSI obligations
- A statement of zakat and tax position
- A list of claims, disputes and security interests
Fees and timelines
Diligence is priced against a defined scope agreed in writing: the areas covered, the period examined, and the volume of documents. Scoped diligence on a single area costs far less than a full review and is sufficient in many transactions.
On timing: scoped diligence takes one to two weeks. Full diligence takes two to six weeks. The decisive factor is not the target's size but the quality of its records and how quickly it responds to document requests.
Common questions
What does legal diligence cover?
Ownership, structure and validity of resolutions; material contracts and change-of-control provisions; employment liabilities; live and potential disputes; licences; intellectual property; and zakat, tax and regulatory compliance.
How long does diligence take?
Scoped diligence takes one to two weeks; full diligence two to six weeks. What matters is the quality of the target's records and its responsiveness to document requests, not its size.
What form does the report take?
A report ranked by priority: risks that kill the deal, risks that affect price, and risks that can be handled by a contractual clause — with a clear recommendation on each item rather than a description of the position.
When should diligence be done?
After the letter of intent and before any binding commitment. Diligence after final signature loses its negotiating value, because findings can no longer change the terms.
Can the scope be narrowed?
Yes, and many transactions do not need full diligence. Targeted diligence on one area — employment, tax or licences — is sometimes sufficient at far lower cost and time.
What if the seller refuses to provide documents?
It is recorded in the report as an express reservation and handled contractually through broader warranties or a price holdback. The refusal itself is significant information about the file.
Do you conduct vendor due diligence?
Yes, and self-diligence before taking a company to market is among the best investments: it fixes problems early and prevents a price reduction when they surface in negotiation.
Can the report be shared with a lender?
Yes. We issue the report in a form that can be shared with lenders or investors where needed, with the scope of reliance and who may rely on it clearly defined.
Related services
Mergers & Acquisitions Lawyers
We run acquisition transactions from due diligence through closing and integration.
Contract Review Lawyers
We review contracts put in front of you and flag the risks and the clauses worth negotiating.
Real Estate Lawyers
We handle residential and commercial property transactions and disputes, from transfer and registration to title and lease litigation.