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Overview

In the UAE’s drive to diversify its economy away from oil, the country has focused on establishing itself as a global player in the fields of finance, tech, and new emerging markets by capitalising on the principle of first mover advantage. The current trend neatly reflects the UAE’s goals of diversification and consolidation. Yasser Omar (Executive Partners, Head of Corporate & Commercial Abu Dhabi) and Laryssa Perkins (Senior Counsel) provide a detailed overview of recent regulatory changes in their article “UAE market insights, trends and developments: Considerations for companies looking to do business in the UAE”.

A prominent feature of the UAE, and which has played a key role in the growth of the country from an M&A perspective, is its policy of implementing new technologies and procedures into both established and new markets sectors to foster economic growth.

These, and other steps, have positioned the UAE as dynamic jurisdiction where innovation is fostered and incentivised in order to create an attractive and efficient market landscape to local and international entities.

The practical effect can be seen in the level of M&A activity within the UAE. This has continued to increase in the past 12 months, and in line with the overall economic growth in the UAE generally.

In February 2026, the EY MENA M&A Insights 2025 report was discussed in the UAE press.  This reported that cross-border M&A deals across the region increased from 701 deals in 2024 to 884 deals in 2025 - an increase of 26%. The total deal value was approximately USD 106 billion.

Of the MENA countries, the UAE attracted the majority of these deals with notable examples including:

  • A 64% acquisition in the petrochemicals company Borouge by Austrian energy group OMV (value: USD 16.5 billion).
  • A 84.76 per cent stake in the Abu Dhabi based developer Modon Holding by L’IMAD Holding (value: USD 13.8 billion).
  • A 42.2 per cent stake of 2PointZero (an investment company focused on energy and consumer sectors) by Multiply Group and subsequent merger (value: USD 7.7 billion).

On a sector basis, the most active have been:

  • Technology
  • Industrial products
  • Real estate (including hospitality and leisure).

Each sector entity will have, to one extent or another, intellectual property assets corresponding to the particular activities that the entity is engaged in, and the goods or services that it offers.

From a business operations and M&A perspective, understanding what these intellectual property assets are is crucial.

Strategic importance of IP in M&A

For any business, intellectual property often represents a core business asset. In some sectors, primarily technology, luxury, fast moving consumer goods (FMCG), pharmaceuticals, data, and energy, intellectual property can represent a significant percentage of the overall value of the business.

As a result, intellectual property is an essential aspect of any M&A transaction and it is essential that buyers and sellers understand what intellectual property assets are relevant to the deal, their ownership, their enforceability, and what are the current or potential commercialisation opportunities and revenue streams.

Depending on the business sector and its operations, the intellectual property assets may comprise some or all of the following:

Trade marks

Any sign capable of distinguishing goods or services of one enterprise from those of other enterprises.

  • Can be any word, phrase, symbol, design, or a combination of these which enables consumers to identify your goods or services in the marketplace and distinguish those goods/services from those of competitors.
  • Sounds and moving images are capable of functioning as trade marks, and being registered, in many countries around the world including the UAE.

 

Patents

An exclusive right granted for any device, substance, method or process that is new, inventive and useful.

  • A patent provides the patent owner with the right to decide how - or whether - the invention can be used by others.
  • In exchange for this right, the patent owner makes technical information about the invention publicly available in the published patent document

 

Designs

The ornamental or aesthetic aspect of an article.

  • A design may consist of three-dimensional features, such as the shape or surface of an article, or of two-dimensional features, such as patterns, lines or color.
  • The appearance of the whole or a part of a product resulting from the features of, in particular, the lines, contours, colours, shape, texture and/or materials of the product itself and/or its ornamentation.

 

Copyrights

Original works of authorship fixed in a tangible form.

  • Copyright is the rights that creators have over their literary and artistic works.
  • Works covered by copyright range from books, music, paintings, sculpture and films, to computer programs, databases, advertisements, maps and technical drawings.

 

Trade secrets

Any information that has commercial value derived from its secrecy.

  • A trade secret is a formula, practice, process, design, instrument, pattern, commercial method, or compilation of information which is not generally known or reasonably ascertainable by others, and by which a business can obtain an economic advantage over competitors or customers. The scope of trade secrets is virtually unlimited.
  • The Coca Cola recipe is the most well-known trade secret. Since it has never been patented, it has never been revealed.

 

Buyer side steps

Due diligence by the buyer will cover a range of different areas but it is surprisingly common how often the intellectual property aspect is overlooked, or not given sufficient importance.

On the contrary, intellectual property plays a key part in determining valuation and calculating risk. Where  intellectual property is a key element in the target entity (for example, in the pharmaceutical or food & beverages sectors), then any due diligence must go beyond surface-level review.

Ultimately, the question to be considered is whether the target entity owns the intellectual property of the business and, if not, on what basis it is entitled to use the intellectual property of others.

Failure by the buyer to conduct adequate due diligence in an M&A transaction can result in:

  • Missed opportunities to acquire undervalued or unused intellectual property.
  • Overpayment for weak or unenforceable rights.
  • Exposure to litigation or third-party claims.
  • Essential intellectual property used under licence no longer being available.
  • Loss of strategic advantage post-closing for any expansion based on the intellectual property assets.

The buyer, their M&A counsel and their intellectual property counsel should therefore consider the following checklist:

Factor

Actions

Identification
  • Obtain details of any intellectual property of the target relevant to the M&A deal.

Ownership and Chain of Title
  • Identify who owns each intellectual property rights.
  • Where intellectual property has been created (for example, copyright works), identify the original creators (employees, contractors, consultants) and ensure valid assignments are in place, or are obtained.
  • Ensure assignments are properly recorded with relevant authorities.
  • Ensure that any intellectual property rights that should be registered are in fact registered, or under process.
  • Where applicable, require that ownership assignments or chains of title are updated and recorded prior to closing.

Security Interests and Liens
  • Identify recorded and unrecorded security interests or liens against the intellectual property assets.
  • Require releases of inactive security interests or liens prior to closing.

Trade Secrets
  • Identify what NDAs, confidentiality policies, and access controls are in place.
  • Assess cybersecurity and other security measures to prevent misappropriation.

Licensing
  • Identify what licence agreements are in place and their term.
    • This applies for both ‘licensed out’ and ‘licensed in’ intellectual property.
  • Identify any change of control provisions that would result in termination of the licence. Would this affect the commercial operations post-closing?

Litigation and Disputes
  • Identify any ongoing or threatened infringement claims.
  • Consider the risk exposure in relation to the intellectual property asset.

Seller side steps

From the seller side, the same methodology used by the buyer can be extremely helpful in preparation for any M&A deal and addressing the due diligence inquiries that will be made by a buyer.

As a matter of good practice, this methodology should be deployed by a business on a periodic basis, whether or not an M&A transaction is being contemplated.

An annual ‘stocktake’ of the intellectual property assets of a business can ensure an efficient intellectual property portfolio and, from an operational perspective:

  • Ensure alignment of the intellectual property strategy with business strategy.
  • Facilitate regular intellectual property portfolio valuation.
  • Identify risk exposures for the business (for example, pending expiry of patents).
  • Identify potential new opportunities for commercialisation of unused or underutilised intellectual property assets (for example, licensing trade marks for use in markets where there is marginal return on direct business operations).
  • Assist in the appropriate budget allocation to intellectual property (for example, letting unused trade marks lapse at renewal or allocating them for sale, such as through the UAE TM Marketplace).

The Corporate and Intellectual Property teams at Hadef & Partners have extensive experience in M&A transactions, due diligence reviews, and intellectual property portfolio maintenance from a local and cross-border perspective and can address any questions you may have.

Thanks to Omar Jame (Trainee Solicitor) on the research for this article.

 

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