Analysis, Interviews, Opinions

Deploying capital in the Gulf: the pitfalls that slow deals down

DUBAI
Deploying capital in the Gulf: the pitfalls that slow deals down
By Mohammed Basama, Partner, Reed Smith

The Gulf is one of the most active investment regions in the world. Saudi Arabia's Vision 2030 and the UAE's continued push to diversify have opened sectors from logistics and healthcare to technology, energy and financial services, and international capital has followed. But deals in the region rarely stall over price – they stall over process, timing and people. Investors who understand this early tend to close faster and build stronger partnerships.

Start early: timing is a strategy

Transaction processes in the GCC involve more steps than many international investors expect. In Saudi Arabia, a deal can involve Ministry of Investment requirements, Ministry of Commerce registrations, merger control clearance from the General Authority for Competition and sector-specific approvals. In the UAE, much can depend on whether the target sits onshore or in a free zone such as DIFC or ADGM.

Across the region, notarisation, attestation and legalisation of documents, together with Arabic-language corporate filings, are routine. None of this is unusual, but it is sequential, and each step takes time.

A common mistake is treating approvals and formalities as post-signing housekeeping. The better approach is to map the approval path at term sheet stage. That means identifying every regulator involved, preparing filings and corporate documents in parallel with the negotiation, and engaging authorities early where the process allows. It also means building realistic conditions precedent and long-stop dates into the agreement. Investors who assume a short sign-to-close period often find themselves renegotiating deadlines, or losing leverage, when the timetable slips for reasons that were entirely foreseeable.

Choosing the appropriate jurisdiction for the transaction affects licensing, regulatory approvals, the speed of execution and the drafting of the transaction documents. That decision belongs at the start of the process, not the end.

Understand the culture, not just the contract

Foreign investors can underestimate how central relationships are to doing business in the Gulf. Local counterparties want to know who they are dealing with, what the investor's long-term intentions are, and whether the investor will be a committed partner when challenges arise.

This has practical consequences. Decision-making varies widely, from consensus-driven to hierarchical, and the person across the table may not be the person who makes the final call. In-person meetings matter. Seniority matters too: arriving with a junior team and expecting to move quickly can send the wrong signal. An aggressive, purely adversarial negotiating style can damage goodwill that took months, if not years, to build.

Treating the Gulf as a single, uniform market is also a mistake. Each country has its own business culture and style, and these can vary even within a country. Investors should also respect the rhythm of the business calendar: Ramadan, Eid and the summer months may affect availability and pace. Plan around them rather than against them.

Preparation does not mean abandoning commercial discipline. Detailed agreements with robust protections are the norm, but it helps to explain why a provision is there rather than presenting it as standard simply because it is market practice elsewhere. Investors who listen, adapt and show genuine interest in the market consistently get better outcomes.

A local partner is more than a door-opener

Some international investors see a local partner as a route to market access. That undersells the value considerably. A strong regional partner understands how the market actually works. That includes how to navigate regulators, how to recruit and retain talent in line with localisation requirements, and how to approach government and corporate customers. A partner's relationships and credibility can be what gets a transaction over the line, particularly where several stakeholders need to be aligned.

But the partnership only delivers that value if it is built on solid foundations. Due diligence on the partner should cover not just legal and financial standing but also strategic alignment and cultural fit. Roles, decision-making and contributions should be clear from the outset. Joint venture agreements, by way of example, should deal squarely with the hard questions: reserved matters, deadlock, funding obligations, transfer restrictions and exit routes.

They should also set out a clear dispute resolution framework. Arbitration is well established across the region and often favoured by international investors. The choice of seat, rules and governing law should be made deliberately and not left as boilerplate. These choices can affect the contractual terms, how they are interpreted and, ultimately, how they are enforced. 

Looking ahead

The Gulf offers extraordinary opportunities, and regulatory frameworks in the region continue to evolve in investors' favour. The investors who succeed are rarely those with the biggest cheque. They are the ones who plan their timetable realistically, invest in relationships, and choose and structure their partnerships with care. Get those three things right, and the region rewards patience and preparation.