Negotiation and integration of an oil & gas engineering services JV

A European engineering services firm and one of the largest family businesses in the Gulf were structuring a 50/50 joint venture to deliver oil & gas engineering services into the local market. The commercial logic was clear — local content rules under the regional national-content programmes made the JV substantially more competitive than either party operating independently — but the partners had no shared operating framework, materially different governance cultures, and deal terms that had not yet been stress-tested against the integration realities. The European multinational's regional president had limited bandwidth to lead the negotiation while running the existing business; the family business chairman wanted senior counterparty representation that understood both worlds.

Xelyr led the negotiation and stand-up. Scope covered three workstreams: deal-term negotiation and shareholders' agreement support; due-diligence work and partner vetting; and the design of the integration plan covering organisation, governance, processes, and the first hundred days of joint operation. Authority was granted by both parties' principals to move on commercial terms inside a defined envelope and to escalate beyond that envelope through a single agreed channel. Success was a signed shareholders' agreement, a registered JV entity, and a board-approved hundred-day integration plan.

Due diligence on the family business covered financial, operational, regulatory, and reputational dimensions, structured around the standards that the European multinational's legal and compliance functions required for greenfield JVs in the region. Deal-term negotiation focused on the points where the two governance cultures most predictably clash: appointment rights for the CEO and CFO, reserved matters list, deadlock resolution, related-party transaction protocols. Integration planning paired senior leaders from each side and ran four facilitated alignment workshops on operating model, governance, talent, and commercial. The local entity was established and registered in parallel with the SHA negotiation, allowing the JV to be operational on day one of signing.

Shareholders' agreement signed within the target window. JV operational on day one of close. First hundred days delivered against plan. The JV became a recognised local-content-compliant supplier within twelve months of formation.