Foreign investors usually arrive with documents and procedures built for another jurisdiction. They are a reasonable starting point. They rarely survive contact with Egyptian corporate, regulatory, employment, tax, and registration requirements without changes.
The real question is whether the deal you agreed can be completed the way you intended. A transaction can look attractive commercially and still run into trouble: a licence condition, a restriction on foreign ownership, corporate records that were never properly kept, liabilities nobody mentioned, or an asset or employee transfer that turns out to be far from straightforward.
We look for these problems early, while there is still time to do something about them, and before the client has committed serious money or months of work.
Transaction Structuring
Structure drives almost everything else in a deal: who carries the liability, what the tax position looks like, which approvals you need, how much documentation is involved, and how long completion takes.
Depending on the circumstances, the transaction may involve:
- The purchase of shares in an Egyptian company
- The acquisition of selected assets or a business division
- A merger between related or independent companies
- A joint venture or strategic investment
- A minority or majority equity investment
- A corporate reorganisation before or after an acquisition
- The sale of a founder-owned or family-owned business
We work alongside the client’s commercial, financial, and tax advisers while the options are being weighed. Our job is to confirm that the chosen structure holds up under Egyptian law and in front of the Egyptian regulators.
Legal Due Diligence
Due diligence is how a buyer checks the condition of the business before money changes hands.
Our review may cover:
- Corporate records and shareholder arrangements
- Commercial contracts and customer agreements
- Financing documents and security interests
- Employment contracts and workforce liabilities
- Licences, permits, and regulatory approvals
- Real estate ownership and lease arrangements
- Intellectual property rights
- Existing or threatened disputes
- Data protection and compliance matters
- Related-party transactions
- Change-of-control provisions
- Tax-related legal risks in coordination with tax advisers
Long reports are easy to produce. We concentrate on the findings that change something: the price, the structure, the protections you ask for in the contract, or your ability to run the business once you own it.
When we find a risk, we help the client work out what to do with it. Some issues should be fixed before closing. Others can be priced in, covered by an indemnity, or simply accepted.
Share Purchase and Asset Purchase Agreements
The acquisition agreement decides who carries which risk once the deal is done.
Youssry Saleh & Partners drafts, reviews, and negotiates share purchase agreements, asset purchase agreements, investment agreements, and the documents that sit around them.
Key provisions often include:
- Purchase price and payment arrangements
- Conditions that must be satisfied before closing
- Seller warranties
- Indemnities for identified risks
- Liability limitations
- Non-compete and non-solicitation obligations
- Management arrangements during the interim period
- Completion deliverables
- Price adjustments or deferred payments
- Post-closing obligations
- Governing law and dispute resolution
Broad, catch-all wording is a recurring problem in Egyptian deals. It reads well and then nobody can say how the obligation would work here. We prefer clear provisions tied to the risks the due diligence actually turned up and to the steps needed to get the deal closed.
Regulatory Approvals and Corporate Filings
Some acquisitions go through on standard corporate procedures. Others need approval or notification from competition, investment, financial, or sector-specific authorities.
Which applies depends on what the target does, who owns it, what licences it holds, how much the deal is worth, and how much of the market it accounts for.
We check the regulatory position early on and help clients put together the applications, notifications, corporate resolutions, and filings. We also deal with the Egyptian authorities during approval and registration.
Timing deserves attention, particularly for international clients. Regulatory steps belong in the timetable and in the closing conditions, not in a conversation that happens after the main agreements are signed.
Signing and Completion
Signing an acquisition agreement does not always transfer ownership immediately.
Between signature and completion, the parties may need approvals, settlement of existing liabilities, part of the business restructured, security released, corporate records brought up to date, or any number of other agreed actions.
We prepare and review the closing documents, run the completion process, and help with:
- Board and shareholder resolutions
- Share transfer documents
- Amendments to corporate documents
- Commercial Registry filings
- Changes to management or authorised signatories
- Regulatory notifications
- Payment and escrow arrangements
- Release of guarantees or security
- Handover of company records and assets
The aim is to keep the legal process moving in step with the commercial agreement, so that nothing surfaces at the last minute.
Post-Acquisition Integration
The legal work rarely stops at closing.
A buyer may need to update commercial contracts, put new governance procedures in place, reorganise the workforce, bring group policies into line, protect intellectual property, or clean up compliance issues the due diligence uncovered.
We handle post-closing integration and provide ongoing legal support in Egypt. This matters most for foreign groups buying an Egyptian business for the first time, once the former owners or the old management team are no longer around to answer questions.
Sell-Side M&A Support
We also represent shareholders and companies preparing for a sale.
A seller is better off finding the legal problems before the buyer’s team does. Missing corporate records, informal employment arrangements, intellectual property that nobody clearly owns, an unresolved dispute between shareholders — each of these weakens the seller’s hand and slows the deal down.
Our sell-side services may include:
- Preparing the company for legal due diligence
- Reviewing corporate and contractual records
- Organising a virtual data room
- Resolving legal issues before the sale process
- Reviewing offers and transaction structures
- Negotiating the sale agreement
- Advising on warranties, indemnities, and liability limits
- Managing signing and completion
Sellers who prepare early keep control of the process, and there are fewer surprises waiting for them at the negotiating table.
M&A Legal Services for International Clients
A cross-border deal only works when local lawyers, foreign counsel, financial advisers, tax specialists, and the client’s own team stay in step with each other.
Youssry Saleh & Partners acts as Egyptian counsel on local and cross-border acquisitions. We explain what Egyptian law requires in commercial language, prepare the local transaction documents, and work with international advisers so the Egyptian side of the deal fits the rest of it.
We provide M&A legal services in Egypt in English and Arabic, which lets us handle negotiations, regulatory procedures, corporate filings, and local documentation without anything getting lost between languages.
Frequently Asked Questions
In most sectors, yes — fully or partially. But certain regulated activities, specific locations, and some licences come with restrictions on foreign ownership. Check the ownership position first. It is an unpleasant discovery to make after the structure has already been agreed.
Buy the shares and you buy the company as it stands, rights and liabilities included. Buy the assets and you choose what comes with you — though the transfer itself takes more work. Which one suits you depends on the business, what the due diligence finds, the licences involved, and where the tax falls.
Some deals need approval or notification, others do not. It turns on competition rules, the target’s industry, its licences, and who the investor is. Look at this before signing, not after: it affects both your timetable and whether the deal can close at all.
