Business Law

Corporate and M&A

For more than twenty years, DS-HLF has been supporting investors and managers of SMEs and large companies, both national and multinational, in their various business projects in Morocco and West Africa.


Our teams are involved at all stages over a company’s life, from its creation, to its legal follow-up, on a day-to-day basis, as well as for its exceptional operations, transformation or restructuring.


They are in the service of our clients, to enable them to:


Preparing detailed studies covering the legal, social, tax and foreign exchange regulatory aspects related to the investment project concerned;

Assisting the clients when selecting the modalities of implementation that best meet the specifications of their project, their resources and their business plan:


Business corporation (Subsidiary):
  • Joint-stock Company;
  • Simplified Public Limited Liability Company (S.A.S);
  • Limited Liability Company;
  • Single-Shareholder Limited Liability Company.
or Branch.


Asset Deals:
  • Business transfers or buy-outs;
  • Transfer of equity.
Share Deals:
Due Diligence:
  • Monitoring of the compliance of the Target Company with applicable laws and regulations;
  • Auditing the compliance of the acquisition transaction with antitrust laws;
  • Auditing the existing corporate governance;
  • Identifiying and analysing the risks likely to to be generated by the proposed transaction.
Securing the acquisition:
  • Asset Consistency and Liability Guarantee Agreements;
  • Implementation of guarantees covering the indemnification commitments made under the Consistency of Assets and Liabilities Guarantee Agreement;
  • Associates’ Pacts.
Financing the acquisition:
  • Assistance in setting up loan agreements;
  • Securing private equity financing;
  • Take-over financing in an LBO;
  • Mezzanine finance.
Legal formalization of the acquisition:
  • Drafting of the investment documentation;
  • Validation of the transaction and updating of the target company’s legal file;
  • Representing clients in post-acquisition litigations.


Monitoring of the Legal Secretariat, on a day-to-day basis;

Relations between Associates;

Corporate Governance;

Management of Intra-Group Relations;

Equity capital operations:

  • Capital increase through the issue of equity securities or securities giving access to capital;
  • Capital reductions;

Incentive plans for managers and employees.


Internal restructuring operations:

  • Mergers, demergers;
  • Partial contributions of assets;
  • Dissolutions by confusion of assets.

Insolvency procedures:

  • Safeguard proceedings;
  • Receivership proceedings;
  • Judicial liquidations.

Contract Law

Our firm will assist you in the negotiation, drafting and enforcement of your contracts, both civil and commercial, in order to enable you to control the stakes and reduce the risks.


With a multilingual team, working in English, French and Arabic, DS-HLF enjoys a solid and recognized expertise in contract law and can draw on more than twenty years’ experience in cross-border transactions, mainly in the fields of services, commercial distribution, construction, logistics and transport.


Thanks to our perfect command of alternative dispute resolution methods and of commercial and civil litigation, we are able to handle disputes relating to interpretation or performance of signed contracts and agreements.

Distribution & Competition Law


With the globalisation of trade, Morocco has seen, over the last thirty years, an increased opening of its economy to international trade, and in particular to the major world brands.


The number of franchises, commercial agencies, concessions and other types of distribution networks present in Morocco has grown exponentially, and our law firm, which has been working in the field of distribution law for more than twenty years, has been involved in the early stages of this trend.


DS-HLF has, in particular, assisted most of the major manufacturers or master franchisees in the automotive and retail sectors in setting up, developing or restructuring their distribution networks in Morocco and, more broadly, in the MENA region.


We also assist franchisees, authorized dealers, commission agents, commercial agents and other distributors in the negotiation, drafting, review or audit of their distribution contracts (exclusive and selective distribution, franchising, commercial agents, subcontracting, etc.).


The firm also regularly defends the interests of its clients in disputes relating to the termination of talks, the non-performance of distribution contracts or the terms and conditions of the termination of their commercial relations (sudden termination, end of contract agreements, etc.).


Our teams advise companies on how to comply with antitrust enforcement and master the competitive challenges they face on a daily basis.


We support and assist them in the notification of mergers to the Competition Council, in order to obtain the required certificates of completeness.


We also represent and defend the interests of our clients and their market position in situations of unfair competition, abusive commercial practices, parasitism or abuse of economic dependence.

Tax & Customs Law


In the national and international context, the firm assists its clients, both individuals and companies, in matters of:

Corporate taxation:

  • Advice on corporate tax, VAT or local taxes ;
  • Assistance in the preparation and submission of VAT refund applications ;
  • Assistance in particular operations: acquisition of business lines, real estate assets, restructuring or sale of companies ;
  • Optimisation of managers’ remuneration (professional income and dividends) ;
  • Internationalisation support services (Transfer pricing taxation, analysis of intra-group financial flows, applicable tax treaties, …) ;
  • Tax audit ;
  • Assistance in the context of a tax audit, discussions with the tax authority, negotiation and transaction ;
  • Tax litigation.

Personal taxation:

  • Advice on income tax matters (salaries, capital gains on real estate, …);
  • Analysis of international tax treaties and their tax implications ;
  • Relocation assistance and issues related to expatriation or impatriation ;
  • Assistance with tax audits.


Our lawyers advise companies, both for export and import, and untangle for them the complex web of Moroccan customs regulations, in order to reduce the risks of customs infringements and customs controls.


They intervene, in particular, on issues related to:


  • Customs procedures (transit, bonded warehouses, temporary admission, …) ;
  • Free zone regimes ;
  • Audit of the risks linked to the customs procedures in force ;
  • Determination of the customs value ;
  • Certification and marking process ;
  • Compliance checks on products and services ;
  • Customs taxation.


The firm also assists its clients in the context of customs litigation.