The Private Equity Agreement serves as the primary transaction document for private equity investments in the UAE market. It is typically used when institutional investors or private equity firms seek to acquire a significant equity stake in private companies operating in or from the UAE. The agreement must navigate both UAE federal laws and potentially specialized financial free zone regulations (DIFC/ADGM), particularly regarding corporate structuring, foreign ownership restrictions, and regulatory compliance. The document comprehensively addresses investment terms, corporate governance, shareholder rights, exit mechanisms, and protective provisions while incorporating specific UAE market considerations and international best practices in private equity transactions.
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1. Parties: Identification of all parties to the agreement including the PE firm, target company, existing shareholders, and any guarantors
2. Background: Context of the transaction, including brief company history and investment rationale
3. Definitions: Comprehensive definitions of terms used throughout the agreement
4. Investment Terms: Details of the investment amount, valuation, and securities being issued
5. Conditions Precedent: Conditions that must be satisfied before completion of the investment
6. Completion Mechanics: Step-by-step process for closing the investment
7. Representations and Warranties: Statements of fact and assurances from all parties
8. Corporate Governance: Board composition, voting rights, and management structure
9. Reserved Matters: Decisions requiring investor consent
10. Information Rights: Investor's rights to financial and operational information
11. Exit Rights: Provisions regarding IPO, trade sale, or other exit mechanisms
12. Transfer Restrictions: Limitations on share transfers and change of control
13. Confidentiality: Protection of confidential information and trade secrets
14. Term and Termination: Duration of the agreement and termination provisions
15. Governing Law and Jurisdiction: Applicable law and dispute resolution mechanisms
1. Anti-dilution Rights: Protection against future down rounds, used when there's significant risk of dilution
2. Tag-Along Rights: Right to join in sale of shares by other shareholders, important for minority protection
3. Drag-Along Rights: Right to force other shareholders to join in a sale, useful for exit scenarios
4. Dividend Policy: Specific provisions for dividend distributions, if relevant to the investment strategy
5. Employee Share Option Pool: Terms for employee share schemes, if part of the investment structure
6. Strategic Cooperation: Terms for strategic partnerships or synergies, if relevant
7. Islamic Finance Compliance: Specific provisions ensuring Shariah compliance, if required
8. Environmental and Social Governance: ESG requirements and reporting, if part of investor mandate
9. Foreign Ownership Compliance: Specific provisions dealing with UAE foreign ownership restrictions, if applicable
10. Management Incentive Provisions: Specific terms for management incentives and retention
1. Capitalization Table: Pre and post-investment shareholding structure
2. Business Plan: Detailed business plan and financial projections
3. Key Performance Indicators: Specific metrics for monitoring company performance
4. Form of Shareholders Resolution: Template for shareholder resolutions required at completion
5. Form of Board Resolution: Template for board resolutions required at completion
6. Warranties: Detailed warranties given by the company and existing shareholders
7. Disclosure Letter: Exceptions and qualifications to the warranties
8. Company Constitution: Amended articles of association/memorandum
9. Management Service Agreements: Key executive employment terms and conditions
10. Completion Checklist: List of all documents and actions required for completion
Authors
Relevant legal definitions
Clauses
Relevant Industries
Technology
Real Estate
Healthcare
Financial Services
E-commerce
Manufacturing
Logistics
Energy
Education
Retail
Hospitality
Infrastructure
Media and Entertainment
Food and Beverage
Professional Services
Relevant Teams
Legal
Finance
Investment
Corporate Development
Compliance
Risk Management
Due Diligence
Operations
Strategy
Board of Directors
Executive Management
Corporate Secretariat
Relevant Roles
Chief Executive Officer
Chief Financial Officer
General Counsel
Investment Director
Private Equity Partner
Investment Manager
Legal Counsel
Corporate Finance Director
Managing Director
Investment Analyst
Compliance Officer
Due Diligence Manager
Transaction Advisory Manager
Board Director
Company Secretary
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