Mergers & Acquisitions
Financial & Tax Due Diligence
Numbers tested. Tax exposure mapped. Protections secured.
Financial & Tax Due Diligence is a practice-led premium advisory service under M&A & Capital. Handle interrogates earnings, cash flows, balance sheets and tax positions — and translates every material finding into price, covenants and contractual protection.
When this is needed
Financial & Tax Due Diligence in the UAE: where the mandate begins.
- Reported earnings must be tested for quality, sustainability and cash conversion before a price is agreed.
- The target operates under UAE corporate tax and VAT, and its compliance history has not been reviewed.
- Off-balance-sheet credit support, side agreements or contingent liabilities may sit outside the accounts.
- A seller must prepare disclosures and defend valuation before buyer diligence begins.
Matters Handle leads
Financial and tax diligence capabilities.
Four capabilities. One negotiation-ready finding set.
Buy-Side Diligence
Earnings quality, cash flows, tax positions and contingent liabilities linked to deal terms.
Vendor Readiness
Pre-emptive review that structures disclosure and defends valuation.
Transaction Tax Structuring
Acquisition, financing and holding structures reviewed against UAE and cross-border rules.
Post-Deal Covenant Monitoring
Reporting and covenant controls that prevent post-close value leakage.
The scope
Financial & Tax Due Diligence — scope, made explicit.
A focused, premium mandate — with verified numbers, tax exposure and the price at the center.
Earnings Quality
Revenue recognition, margins, normalisations and cash conversion.
Balance Sheet & Debt
Debt, credit support, covenants and off-balance-sheet exposure.
Tax Review
Corporate tax, VAT, transfer pricing and compliance history.
Scenario Impact
Identified risks modelled against valuation and returns.
Terms Translation
Findings converted into indemnities, price adjustments and conditions.
The mandate
Diligence as a control function, not a checklist.
An audit confirms historical statements against accounting standards; it is not built to protect a transaction. Handle tests the sustainability of earnings, working capital needs and tax exposure, and focuses on the risks that move price, terms or feasibility.
With UAE corporate tax in force since 2023, tax profiles are reviewed alongside VAT and transfer pricing. Material exposures are quantified where possible and carried into specific indemnities, escrows or price mechanisms with transaction counsel.
What the mandate delivers
- Quality of earnings and working capital analysis
- Debt, credit support and contingent liability review
- Corporate tax, VAT and transfer pricing review
- Quantified exposure schedule
- Recommendations for SPA terms and price mechanisms
- Red-flag reporting ahead of binding commitments
How the work runs
Four disciplines. One verified position.
Every number is verified, every exposure quantified, every finding carried into the documents.
01
Earnings Interrogation
Reported profit tested against cash, normalisations and sustainability.
02
Hidden Liability Search
Credit support, side letters and contingencies traced beyond the balance sheet.
03
Tax Exposure Mapping
Filings, assessments and positions reviewed for challenge risk.
04
Protection Drafting Input
Findings framed for indemnities, escrows and conditions precedent.
The Handle model
Practice-led. Never fragmented.
The transaction may begin here — it stays connected to strategy, capital and law.
Strategy & Operations
The work stays connected to market position, operating model, performance and execution governance.
M&A & Capital
The work stays aware of capital readiness, investor review, transaction logic and deployment discipline where relevant.
Legal & Regulatory
The work stays protected through structure, rights, governance, enforceability and regulatory or dispute readiness.
Why Handle
Findings built for the negotiating table.
Handle integrates financial, tax and legal review into a single set of decision documents — so the issues found in the data room become terms in the SPA.
- Financial, tax and legal findings in one mandate
- Working knowledge of UAE corporate tax and VAT
- Focus on risks that move price and feasibility
- Early red-flag reporting against deal milestones
- Outputs calibrated for boards, lenders and family councils
- Coordinated specialist input under one framework
Before offering your business for M&A, you must raise it with discipline. Strengthen governance, restore financial clarity, and sharpen strategy. A parented business attracts investors with confidence, not discounts.
Mohamed abu El-MakaremManaging Partner & Chairman
Engagement paths
Where this work typically begins.
Growth & Expansion
When the asset must scale capacity, geography, capital, partnerships or market share.
Turnaround
When the asset must reset structure, capital, law, governance and operations under pressure.
Coverage
Applied across the seven priority verticals.
Handle runs financial and tax diligence for acquisitions, divestments, capital raises and restructurings in and through the UAE — across onshore, free zone, DIFC and ADGM entities and cross-border holding chains.
Priority verticals · Where Handle operates
Industry & ManufacturingInfrastructure & Strategic AssetsHealthcare & PharmaEnergyEnvironment & SustainabilityAdvanced Technology & AIFood Security & Agritech
Related service lines · Mergers & Acquisitions
Transaction capabilities · Explore further
Transaction Services & TargetingCross-Border M&A StrategyCommercial Due DiligenceRegulatory & Compliance in M&AESG & Sustainability in M&AValuation & Synergy AnalysisShareholder & Term Sheet AdvisoryM&A Financing StrategyStrategic Partnerships & Joint VenturesFamily Business M&A AdvisorySovereign & Public Sector M&AM&A Risk & Legal StructuringIntegration Governance & Change Strategy
Across the Handle model
Questions, answered
Financial & Tax Due Diligence — questions, answered.
How Handle runs financial and tax due diligence for UAE transactions.
What is financial and tax due diligence?
A review of a target’s earnings, cash flows, balance sheet and tax positions to identify the risks that affect price, structure and protections.
How does it differ from an audit?
An audit confirms historical statements; diligence tests whether earnings and cash are sustainable and how tax exposure should be allocated in the deal.
When should it be commissioned?
Once there is serious intent and data room access, typically around the term sheet, so findings can shape terms before positions harden.
How is UAE corporate tax treated in diligence?
The target’s position under the corporate tax regime in force since 2023 is reviewed and modelled, with any material issue reflected in pricing and protections.
Does the review cover VAT and transfer pricing?
Yes. VAT compliance, related-party pricing and the supporting documentation are reviewed for exposure.
How are contingent liabilities found?
Through targeted review of credit support, letters of comfort, side agreements, employee obligations and regulatory contingencies.
How do findings influence the SPA?
Each material exposure carries a recommendation on price adjustment, warranty, specific indemnity, escrow or condition precedent.
Can Handle run diligence on cross-border targets?
Yes. Where non-UAE entities are involved, Handle coordinates local advisors and delivers one consolidated view.
Is vendor due diligence available for sellers?
Yes. Sellers are prepared for buyer scrutiny, with disclosure structured and valuation defended in advance.
Insights
Perspectives from live mandates.
Partner-led analysis on law, capital and strategy, shaped by boardroom realities across the UAE and the GCC.
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Work with Handle
Begin with Financial & Tax Due Diligence — kept connected to the whole Handle model.
When the numbers must hold before signing.
Request an initial review
When earnings and tax exposure must be verified.
Set out the matter. A partner reviews it and responds with a defined route, strategy and accountable lead.
- Partner-level review of every request
- Strict confidentiality and privilege from first contact
- One accountable partner from review to execution
