Why does an international law firm need local counsel in Tunisia?

1. The role of local counsel in international matters When a matter involves a Tunisian company, a foreign investment or a dispute governed by Tunisian law, international legal teams need to be able to rely on local expertise. Local counsel is a law firm that works alongside the lead firm to analyse issues under Tunisian law, verify the applicable regulatory requirements and help secure the transaction. This collaboration is particularly useful in mergers and acquisitions (M&A), investments, bank financings, restructurings, legal audits and international arbitrations. The international firm retains overall coordination of the matter. The Tunisian corresponding counsel brings complementary expertise on local law, administrative and judicial practice, and the risks specific to the Tunisian jurisdiction. Instructing local counsel is not systematically a legal obligation. It responds first and foremost to a need for local competence, risk control and cross-border coordination. 2. Why does Tunisia require local legal expertise? Cross-border transactions cannot be secured solely on the basis of the law governing the main contract. They may also raise issues relating to company law, employment law, foreign investment, administrative authorisations, taxation or local court procedures. An evolving investment environment According to data published by the TAP news agency based on FIPA figures, international investment in Tunisia reached TND 1,929.5 million at the end of June 2026, up 11.5% compared with the same period in 2025 and 41.7% compared with 2024. In June 2026, the Presidency of the Government also indicated that Tunisia counted 4,296 companies with foreign participation, representing a total investment volume of TND 53 billion. These indicators illustrate the importance of the legal issues linked to the activity of foreign companies and to transactions involving Tunisian partners. They do not mean that every investment requires corresponding counsel. They do, however, underline the value of identifying upstream the rules applicable to each transaction. The main points of vigilance An international firm may in particular need a local analysis covering: - Company law: powers of directors, shareholder decisions, share transfers, governance and formalities. - Foreign investment: conditions of access to the activity, any authorisations and sector-specific requirements. - Commercial contracts: validity of clauses, governing law, guarantees and dispute resolution mechanisms. - Employment law: employment contracts, employer obligations, collective relations and social risks. - Security and financing: guarantees, contractual documentation and formalities required for their creation or enforcement. - Litigation and arbitration: local procedures, evidential issues, interim measures and recognition or enforcement of decisions. The Tunisian investment framework includes in particular Law No. 2016-71 of 30 September 2016 on investment, together with its implementing texts. Requirements must nevertheless be checked against the sector, the structure of the transaction and the texts in force. 3. In which matters does an international firm instruct local counsel? Mergers and acquisitions and due diligence When a foreign group contemplates acquiring a Tunisian company, local corresponding counsel may review the articles of association, capital movements, material contracts, disputes, authorisations and employment commitments. Counsel may also identify risks liable to affect the price, the conditions for completing the acquisition or the warranties to be negotiated in the share purchase agreement. Investments and joint ventures In the context of incorporating a company or entering into a partnership with a Tunisian player, local counsel advises on the legal structure, capital allocation, decision-making powers, partners' commitments and exit mechanisms. That involvement notably helps verify that the contemplated structure is compatible with the rules applicable to the activity concerned. Bank financings and project finance For a financing involving a borrower or assets in Tunisia, corresponding counsel may analyse the local documentation, the security package, registration or publicity formalities and the conditions for enforcing security interests. This analysis helps give lenders better visibility over the legal risks linked to their exposure in Tunisia. Litigation and international arbitration When a dispute involves a Tunisian company or assets located in Tunisia, the international firm may seek an analysis of local law, assistance in gathering evidence or representation before the Tunisian courts, subject to the applicable professional rules. Corresponding counsel may also help coordinate the international arbitration proceedings with issues that may fall within the jurisdiction of the Tunisian courts. 4. A real example: a model of legal collaboration in Tunisia The collaboration between Gide Loyrette Nouel and Global Lawyers North Africa (GLN-A) is a public example of a model combining international expertise and local competence. According to professional profiles published by Chambers and Legal 500, Gide's team in Tunis works with GLN-A on Tunisian law matters, notably in business law, financing, investment, litigation and arbitration. This example illustrates the value of an organisation in which international legal needs and issues specific to Tunisian law are handled in a coordinated way. Clarification: this example documents a real model of collaboration between firms. It does not prove that any particular transaction would have failed in the absence of local counsel. 5. Practical case study: with and without local counsel The two situations below are fictional and pedagogical. They illustrate possible risks and do not describe real matters. Scenario A — An acquisition prepared with local counsel A European industrial group wishes to acquire 100% of the share capital of a Tunisian company for EUR 25 million. The international firm leads the transaction, negotiates the sale terms and coordinates the various advisers. A Tunisian firm is instructed to carry out the local legal due diligence. Its involvement notably makes it possible to: - verify the powers of the signatories and the corporate decisions required for the sale; - identify a risk linked to the compliance of a regulated activity; - review several commercial contracts whose change-of-control provisions could affect validity or continuation; - flag employment risks liable to give rise to post-acquisition costs; - propose specific warranties and, where necessary, conditions precedent to completion. The international firm incorporates these findings into the negotiation of the sale agreement and into its recommendation to the client. Illustrative outcome: the buyer has better visibility over local risks and can negotiate the price, the warranties or the timetable of the transaction with full knowledge of the facts. Instructing local counsel does not guarantee the absence of later difficulties. Scenario B — An acquisition prepared without local counsel In a comparable fictional situation, the same group carries out its audit mainly on the basis of documents provided by the seller and of an analysis conducted from abroad. After completion of the acquisition, it discovers that a material contract required a deeper analysis of its effects in the event of a change of control. It also identifies employment obligations and local formalities that had not been sufficiently taken into account. The buyer must then mobilise additional resources, revisit certain operational decisions and examine any contractual remedies that may be available. Illustrative outcome: the risk does not necessarily arise from the absence of local counsel as such, but from an insufficient review of issues under Tunisian law. What these two scenarios show The essential difference does not lie in the presence of an additional lawyer, but in the ability to identify the relevant legal risks before they become operational or financial difficulties. For an international firm, the objective is to obtain a targeted local analysis that can be used in the client's decision-making process and integrated into the transaction timetable. 6. How to choose corresponding counsel in Tunisia? The choice of local counsel should rest on concrete criteria, beyond the mere availability of a contact person. Technical expertise. The firm must master the areas concerned by the matter: M&A, company law, financing, employment law, regulation or litigation. Ability to work in an international environment. Drafting notes in French or English, understanding due diligence standards and the ability to respond to requests from a foreign firm facilitate coordination. Quality and precision of deliverables. Analyses should distinguish major risks from secondary points, explain practical consequences and propose appropriate measures. Responsiveness and organisation. Corresponding counsel must be able to meet deadlines, manage document requests and quickly communicate points requiring a decision. Confidentiality and conflicts of interest. The applicable professional rules, confidentiality obligations and potential conflicts must be checked at the outset of the collaboration. Fee transparency. The scope of the engagement, the deliverables, the assumptions and the billing arrangements must be clearly defined. 7. How to organise collaboration effectively? Effective collaboration begins with a precise definition of roles. The international firm may handle the client relationship, the overall strategy, the coordination of advisers and the main negotiation. The Tunisian firm takes charge of analyses under local law, identifies the applicable formalities and flags risks that require a decision. In practice, it is useful to agree from the outset on: - the exact scope of the engagement and the jurisdictions concerned; - the documents to be reviewed and the priority questions; - the language and format of the deliverables; - response times and communication arrangements; - confidentiality rules and conflict management; - the budget and validation procedures. This method avoids duplication, facilitates the flow of information and allows the international firm to retain an overall view of the matter. 8. ANILF: your legal correspondent in Tunisia For an international law firm, having a reliable Tunisian partner makes it possible to address local law issues with greater visibility, while retaining control of the client relationship and the overall strategy. ANILF assists companies, investors and legal professionals on matters relating notably to business law, company law, investment transactions, legal due diligence, commercial contracts and cross-border disputes. Depending on the needs of the matter, the firm can contribute to the analysis of Tunisian legal risks, the preparation of documents and local law notes, the coordination of participants and the identification of applicable regulatory requirements. Are you looking for corresponding counsel in Tunisia for a cross-border matter? Contact ANILF to present your transaction, specify the Tunisian law issues to be addressed and define a scope of work suited to your requirements and timetable. 9. Frequently asked questions Is an international firm obliged to instruct local counsel in Tunisia? Not systematically. The need depends in particular on the nature of the matter, the applicable procedural rules, the acts to be performed and the need for Tunisian law expertise. At what stage should Tunisian corresponding counsel be contacted? Ideally as early as the structuring of the matter, before signing an irreversible commitment or launching due diligence. Later involvement remains possible, but some negotiation or risk-prevention options may already be limited. Can local counsel work directly with the end client? The arrangements depend on the organisation agreed between the firms, the mandate conferred, professional obligations and any conflicts of interest. Roles and communication channels should be defined from the outset. What documents should be provided for an initial estimate? The firm can start with a description of the transaction, the jurisdictions concerned, the timetable, the main legal questions and, where appropriate, the key documents. Confidential information should be transmitted through an appropriate channel and after the necessary checks. Does local counsel intervene only in transactions? No. Counsel may also intervene in financing operations, compliance matters, commercial relationships, restructurings, litigation and arbitrations involving Tunisian law issues. Note: this article is for general information purposes and does not constitute personalised legal advice.