This transcript has been lightly edited for clarity.

Tahir Kashif: Welcome to another episode of Just Business Talk. Today’s guest is someone who’s carved his own path in the legal world. Sameer Khan is the founder of SK Legal Consultants here in Dubai, a firm helping businesses navigate everything from big acquisitions to tricky disputes. Sameer, you left big law to start your own firm — a bold move many dream about but few actually make. What pushed you to take that leap?

Sameer Khan: Actually, when I first started law, from day one I had in my mind that one day I’d start my own law firm. I was never one of those who aspired to be a partner in a major law firm. What finally pushed me was that I was getting bored being restricted to one kind of work. I focused mainly on disputes for years — major construction arbitrations — and there was one arbitration I was on for two years. Once that finished, I thought: now I’m going out. My main incentive was variety — I wanted to do lots of different kinds of things. That’s what motivates me.

Tahir Kashif: You’ve kept your firm running for seven years in one of the most competitive legal markets. What’s been the key to your success?

Sameer Khan: In my view, friendly relationships with all my clients. The clients I have are people I would happily go out for lunch with any day — I could almost call them friends. I think that comes out in the way you provide your service: they know they can call me any time, they feel relaxed, and they can talk to me. That makes the biggest difference — we have the same repeat clients again and again. Client loyalty is one of the major things.

Tahir Kashif: How do you manage advising on a venture capital fund one day and a fraud case the next? Most firms specialise narrowly.

Sameer Khan: Firstly, I have staff focusing on different areas. But I’ve also been here fifteen years, always seeking a variety of work, so over time you experience many types of legal issues and that gives you a body of knowledge. My staff carry out the work, but they contact me for the strategy — I might be monitoring three or four people, providing the appropriate strategy for each case. If I kept focusing on just one thing, I think I’d become a worse lawyer — that’s my temperament, the boredom sets in. Doing lots of different things keeps me sharper and on my toes.

Tahir Kashif: How is the firm structured?

Sameer Khan: I’m the only partner, with employed associates who specialise in different areas — Arabic-speaking associates for the local court disputes, and associates with a common law background who assist with venture capital fund setups and acquisitions.

Tahir Kashif: At SellAnyBiz we connect buyers and sellers and progress deals through to closing. Do you deal with M&A work a lot?

Sameer Khan: Regularly — we’re closing deals on a regular basis, people acquiring businesses of different types, from IT services companies to restaurants.

Tahir Kashif: Give us some golden nuggets — first for the sell side. What should a seller be careful about and negotiate in the sale and purchase agreement?

Sameer Khan: The seller has to be very careful to disclose — in fact, he should be as open with the buyer as possible. Say there’s litigation going on against the company: that gets disclosed and becomes part of the disclosure statement in the SPA. The buyer will always be asking for indemnities, so what the seller needs is to make sure the buyer is aware of these things before the deal closes — otherwise the buyer comes back saying, had I known this, I wouldn’t have purchased the company. The main thing for the seller is that once he’s sold, the buyer should never come back to him. So: a very clear data room, sign the non-disclosure agreements, open up everything, answer the buyer’s queries fully, and on that basis negotiate a price both sides are comfortable with. The buyer walks into the deal with open eyes, and then you sign.

Tahir Kashif: As a broker in the middle, I see sellers who don’t disclose everything — often from a simple fear the buyer will walk. What can actually get a seller in trouble later, versus what can they get away with? Say the seller added back a one-off 50,000-dirham repainting cost to make the profit look better — can the buyer come after them?

Sameer Khan: That will depend on what is stated in the SPA — because at the end of the day the buyer is supposed to do his own due diligence as well. In an SPA you don’t usually state “I earned this much profit” anyway — the deal is: here are the assets, here’s the price, here are the indemnities. If there’s nothing in the indemnities about profits, then from a local court perspective the seller gets away with it. But if the SPA specifically writes out “I am buying this on the representation that you earned these profits” and you didn’t, then you can have a claim in damages — though even then you must show actual loss. A 60,000-dirham reduction isn’t really causing much damage when you’re buying a company forever. Damage comes in a bigger form — for example a major case for a million dirhams that you haven’t disclosed. Hidden liabilities are what the seller should be careful about, rather than small operational issues. If an item is specifically stated in the SPA, it’s important to both sides and the buyer can come after him; if not, a local court will say this is part and parcel of the business — everything is not going to be perfect.

Tahir Kashif: Now the buy side. What do you advise a client to look for before committing, and what terms do you embed for protection?

Sameer Khan: Firstly, always carry out proper due diligence — both legal and financial. We’ll ask the buyer to get a power of attorney from the seller so we can search the courts for cases against the company — that’s one big red flag check. Then we review the contracts: nothing too onerous with third parties, no employee on a huge commission or bonus that needs flagging. And the lease agreement: a lot of leases have NOC requirements saying that if you don’t get the landlord’s permission and there’s a change of ownership, the landlord can act.

Tahir Kashif: Can an owner sell the business without the landlord’s permission at all? I’ve heard consultants argue the rental committee follows the tenancy law rather than what’s written in the lease.

Sameer Khan: Partially correct, but two things. Firstly, you can have a penalty clause, which they can enforce. Secondly, be careful: DIFC laws and Dubai tenancy laws are very different. In the DIFC you can be terminated straight away — it actually happened to a client of mine. They came to us after the issue erupted: they’d purchased a business in the DIFC without the required permission for the change of ownership, and the DIFC authorities terminated the lease on that basis. The DIFC has its own leasing laws. On the mainland, yes, there are mandatory provisions that will take over, so you can’t be evicted on that ground — but damages and penalty clauses can still apply. And there’s a third thing, less legal and more practical: annoy a big landlord group and they will give you your 12-month notice, decline to renew, and blacklist you. From a lawyer’s perspective you can’t be micro-focused on one clause — you have to give the client the whole picture. You can say “here’s the law, they can’t move me” — but they can move you out after twelve months, and then where will you be?

Tahir Kashif: So when can a landlord actually decline to renew or evict a commercial tenant? People coming from the UK are used to long leases.

Sameer Khan: In the DIFC, they can decline renewal — the DIFC is quite harsh on that. Mainland Dubai is much better for tenants: the lease effectively renews as long as you’re paying, and eviction requires a 12-month notice with a legal ground — intention to sell, personal use, or for commercial property, demolition or repurposing. That last one happens with malls — they keep changing their policies, kiosks one day and no kiosks the next.

Tahir Kashif: Back to the buyer’s lawyer role: how do you protect a buyer paying, say, two million in key money for a restaurant, so the landlord doesn’t later deny the lease?

Sameer Khan: You sign the SPA with a road map — conditions precedent stated in it. An NOC has to be received from this particular authority, sometimes the licensing authorities, sometimes landlords — whatever is specific to that deal and that industry sector. Once the conditions precedent are fulfilled, you go to closing. After that, if a dispute with the landlord comes later, that’s between buyer and landlord — the seller has walked away. That is part of the risk buyers take, and many make a practical decision: we’re giving the mall its money, why would they evict us? Leasing a new place and fitting it out from scratch carries risk too. And that risk is reflected in the price — a business on leased premises costs less than one that owns its property. In the UAE, almost all businesses are on leased premises anyway; nowadays businesses don’t lock capital into property when it can be working capital.

Tahir Kashif: How long does legal due diligence take when someone comes to you?

Sameer Khan: It depends on the size of the company — anything from two weeks upwards, depending on how much documentation there is.

Tahir Kashif: What’s next for the firm — where do you see yourself in five years?

Sameer Khan: Right now my associates do the work, but I monitor them, I’m the client face and I set the strategy. I’d like my associates to develop further and to hire more senior staff to head the different areas — acquisitions, local courts, arbitrations and DIFC courts — dealing with clients end to end with minimal supervision from me. Today, I can be sitting in a meeting negotiating the sale of a large plot for a development project while one associate calls about strategy for a criminal appeal and another about documents for a venture capital setup. I’d like those to become fully independent departments. And ADGM is growing a lot — very clear-cut laws and regulations, big names coming in. I think they’re going places.

Tahir Kashif: AI is my favourite subject — we use it for matchmaking, valuations, even drafting LOIs and SPAs. People say legal is one of the industries AI will disrupt most. How do you see it?

Sameer Khan: Honestly, I use AI, and my staff use it — as a tool that makes us a lot more efficient. But as with every technology, our lives don’t get easier; we just get busier and do more work with fewer people. You still need trained lawyers. AI does not give you legal knowledge, and it can lead you down the wrong path. To this day, if I ask AI what a particular law says, I usually get a wrong answer. The issues you have to cover in an agreement come from your own knowledge and experience — you have to give very specific prompts, which means you already have to know the stuff. Legal AI will be used by lawyers, not instead of them.

Sameer Khan: I’ll give you a clear example. I’m assisting a client who was the victim of a cyber attack. Hackers pretended to be a large UAE company: “to join our procurement panel, fill out these forms and pay these fees.” They paid several hundred thousand dirhams before realising. Now, the invoice named the company as the account holder with an IBAN that actually belonged to an individual — a mismatch the bank arguably should have spotted and stopped. Ask AI for the legal position and it says banks can transfer on the basis of numbers only — sourced from some old newspaper article. For a lawyer that’s not enough: I need the actual law. AI cited a central bank circular number that doesn’t exist publicly; the central bank’s website doesn’t publish its circulars at all — they’re only shared with the banks. I had to contact someone I knew in a bank to get the actual circular. AI didn’t help me at all there. And there’s strategy: even in rental cases — some of the simplest there are — the facts differ and the strategy has to be completely different. I’ll sit across from a counterparty and read whether they have the appetite for a fight; sometimes even with a weak case you push a legal notice out, banking on the other side deciding it’s not worth their time. AI can’t tell you that.

Tahir Kashif: There was news the UAE will be among the first countries using AI to help write laws.

Sameer Khan: Again — it’s a tool, supervised by people who know what issues exist in society and what’s coming up.

Tahir Kashif: For a lawyer moving here from the UK or elsewhere — what are the steps to practise?

Sameer Khan: You have to be registered with the relevant regulatory authorities, and then it depends how you want to work. You can stick to the skill sets developed in your home jurisdiction — arbitrations, which are global in nature; the DIFC courts, which are very UK-derived; or acquisitions. But if you want to venture into the local laws and local courts and become more rounded in advising on transactions, you really need to get out there, read the laws — it takes time — and get over the cultural differences. There are ways of doing work over here, and you have to understand them and get on with it.

Tahir Kashif: The UAE has been getting stricter about what people post online. Do you get defamation and social media cases?

Sameer Khan: A lot — usually companies with unhappy clients who start posting Google reviews and more. I had a case where a woman flew in from Oman, streamed a Facebook Live saying “I’m going to their office now,” sat in the reception refusing to leave until she got her money back, and recorded the police politely asking her to leave. She was eventually arrested — and at the police station, when charges were to be filed, she broke down; my client chose not to press charges and she was let off with a warning. Defamation is a big thing here, and people from other countries need to understand that insults are taken seriously in the UAE in a way they may not be back home. I had a client who said the f-word to a terminated employee — he ended up on a travel ban and had to settle the matter to lift it. In a way it keeps society on track — it’s part of why this is one of the safest places on the planet — but there has to be balance. One bad review from an unhappy client is fair; coordinated campaigns across platforms and WhatsApp groups to ruin somebody’s business are not, and being on the receiving end of threats and abuse is not nice. Businesses do need a good lawyer to protect themselves.

Tahir Kashif: Finally — where can people get in touch if they need your services?

Sameer Khan: Through our website, www.sklegalfirm.com — you can WhatsApp through the site — and my LinkedIn page. Message me and we can set up a call.

Tahir Kashif: Sameer, it’s been an absolute pleasure having you today and hearing your expert advice. That’s it for this week’s episode — if you haven’t followed yet, follow on YouTube or wherever you listen to your podcasts. See you next week.