The Private Equity Shareholders Agreement is a crucial document used in the UAE when private equity investors acquire shares in a company alongside other shareholders. It is particularly relevant in the context of the UAE's growing private equity market and must comply with UAE Federal Law No. 32 of 2021 and other relevant regulations. The agreement typically covers corporate governance, share transfer restrictions, exit rights, anti-dilution provisions, and minority shareholder protections. It needs to balance international private equity market standards with local UAE legal requirements, including considerations for foreign ownership restrictions, free zone regulations if applicable, and local corporate governance standards. The document is essential for protecting investor rights while ensuring smooth company operations and clear exit pathways.
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1. Parties: Identification of all shareholders, the company, and any other relevant parties to the agreement
2. Background: Context of the investment, company history, and purpose of the agreement
3. Definitions and Interpretation: Comprehensive definitions of terms used throughout the agreement and interpretation rules
4. Completion and Conditions Precedent: Requirements for completing the investment and any conditions that must be met
5. Capital Structure and Shares: Details of share classes, rights, and capital structure of the company
6. Corporate Governance: Board composition, appointment rights, voting mechanisms, and management structure
7. Shareholder Reserved Matters: List of decisions requiring special shareholder approval or consensus
8. Information Rights: Shareholders' rights to company information, financial reports, and access to records
9. Share Transfer Restrictions: Limitations and procedures for transferring shares
10. Exit Rights and Obligations: Provisions for IPO, trade sale, drag-along and tag-along rights
11. Anti-dilution and Pre-emption Rights: Protection against dilution and rights in new share issuances
12. Confidentiality: Obligations regarding confidential information and trade secrets
13. Non-Competition and Non-Solicitation: Restrictions on competitive activities and employee solicitation
14. Term and Termination: Duration of the agreement and circumstances for termination
15. Governing Law and Dispute Resolution: Choice of UAE law and dispute resolution mechanisms
1. Founder Obligations: Specific commitments and obligations of founders, used when founders remain actively involved
2. Management Incentive Plan: Details of any share option or incentive scheme, included when management incentivization is part of the deal
3. Strategic Investor Rights: Special rights for strategic investors, included when strategic rather than purely financial investors are involved
4. Shareholder Loans: Terms of any shareholder financing, included when shareholders are providing debt financing
5. Islamic Finance Compliance: Specific provisions ensuring Shariah compliance, included when required by investors or local context
6. Free Zone Specific Provisions: Additional provisions required for free zone companies, included when company is in DIFC, ADGM, or other free zones
7. Environmental, Social and Governance (ESG): ESG-related obligations and reporting, included when required by institutional investors
8. Foreign Ownership Provisions: Specific structures to comply with UAE foreign ownership rules, included when foreign investors are involved
1. Share Capital and Shareholding Structure: Detailed breakdown of share ownership and share classes
2. Form of Deed of Adherence: Template for new shareholders joining the agreement
3. Reserved Matters List: Comprehensive list of matters requiring special approval
4. Business Plan: Initial business plan and strategy of the company
5. Management Service Agreements: Terms of engagement for key management
6. Articles of Association: Company's constitutional documents aligned with the shareholders agreement
7. Anti-Money Laundering Procedures: AML compliance procedures as required by UAE law
8. Tag and Drag Procedures: Detailed procedures for implementing tag-along and drag-along rights
9. Valuation Methodology: Agreed methods for company valuation in various scenarios
10. Completion Requirements: Detailed list of completion deliverables and requirements
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