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Shareholder Investment Agreement Template for United Arab Emirates

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Key Requirements PROMPT example:

Shareholder Investment Agreement

"I need a Shareholder Investment Agreement for a Series A investment round where a foreign VC firm is investing AED 10 million for a 25% stake in our UAE mainland technology company, with completion expected by March 2025."

Document background
The Shareholder Investment Agreement is a crucial document used in the UAE when new investors are acquiring shares in a company, whether through primary investment or secondary purchase. This document is essential for both mainland UAE companies and free zone entities, requiring compliance with UAE Federal Law No. 32 of 2021 and other relevant regulations. The agreement typically covers investment terms, shareholder rights, corporate governance, share transfer restrictions, and exit provisions, while addressing specific UAE requirements such as local ownership rules (for mainland companies) and free zone regulations where applicable. It serves as the primary document governing the relationship between shareholders and protecting their respective interests, particularly important in the UAE's dynamic business environment where foreign investment plays a significant role.
Suggested Sections

1. Parties: Identification of all parties to the agreement including full legal names, registration details, and addresses

2. Background: Recitals explaining the context of the investment and the parties' intentions

3. Definitions and Interpretation: Comprehensive definitions of terms used throughout the agreement and rules of interpretation

4. Investment Terms: Details of the investment amount, valuation, and shares being issued

5. Completion Mechanics: Process and conditions for completing the investment transaction

6. Warranties and Representations: Statements of fact and assurances from the company and existing shareholders

7. Corporate Governance: Board composition, appointment rights, and management structure

8. Shareholder Rights and Obligations: Voting rights, dividend rights, and general obligations of shareholders

9. Transfer Restrictions: Limitations on share transfers and required procedures

10. Exit Rights: Provisions regarding IPO, sale, or other exit mechanisms

11. Confidentiality: Obligations regarding confidential information and announcements

12. Term and Termination: Duration of the agreement and circumstances for termination

13. Governing Law and Dispute Resolution: Choice of UAE law and dispute resolution mechanisms

14. General Provisions: Standard boilerplate clauses including notices, amendments, and severability

Optional Sections

1. Anti-dilution Rights: Protection for investors against future dilution of their shareholding - include when requested by sophisticated investors

2. Staged Investment: Terms for multiple investment tranches - include when the investment will be made in phases

3. Tag-Along Rights: Right to join in sale of shares by other shareholders - include for minority investor protection

4. Drag-Along Rights: Right to force other shareholders to join in a sale - include for majority shareholder flexibility

5. Founder Commitments: Specific obligations for founders including non-compete and service commitments - include when founders are key to business

6. Islamic Finance Compliance: Provisions ensuring Shariah compliance - include when required by Muslim investors or Islamic institutions

7. Free Zone Specific Provisions: Special provisions required by specific free zone regulations - include for free zone companies

8. Preferred Rights: Special rights attached to preferred shares - include when issuing preferred shares

Suggested Schedules

1. Share Capital Structure: Details of current and post-investment shareholding structure

2. Warranties: Detailed list of warranties given by the company and existing shareholders

3. Company Information: Key corporate information including licenses, permits, and registrations

4. Business Plan: Agreed business plan and financial projections

5. Reserved Matters: List of decisions requiring special approval

6. Form of Deed of Adherence: Template for new shareholders to join the agreement

7. Completion Requirements: Detailed list of documents and actions required for completion

8. Key Personnel: Details of key employees and their terms of employment

9. Intellectual Property: Schedule of company's intellectual property rights

10. Material Contracts: List and summary of material contracts

Authors

Alex Denne

Head of Growth (Open Source Law) @ ¶¶Òõ¶ÌÊÓÆµ | 3 x UCL-Certified in Contract Law & Drafting | 4+ Years Managing 1M+ Legal Documents | Serial Founder & Legal AI Author

Relevant legal definitions




































































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Relevant Industries

Technology

Real Estate

Financial Services

Healthcare

Manufacturing

Retail

E-commerce

Energy

Transportation

Education

Tourism

Media and Entertainment

Construction

Professional Services

Industrial

Telecommunications

Relevant Teams

Legal

Finance

Corporate Development

Compliance

Board of Directors

Executive Management

Investment

Corporate Secretarial

Risk Management

Strategy

Mergers & Acquisitions

Relevant Roles

Chief Executive Officer

Chief Financial Officer

Chief Legal Officer

Investment Director

Corporate Lawyer

Legal Counsel

Investment Manager

Company Secretary

Compliance Officer

Board Director

Managing Director

Private Equity Manager

Venture Capital Manager

Corporate Development Manager

Head of Mergers & Acquisitions

Investment Banker

Financial Controller

Business Development Director

Industries








Teams

Employer, Employee, Start Date, Job Title, Department, Location, Probationary Period, Notice Period, Salary, Overtime, Vacation Pay, Statutory Holidays, Benefits, Bonus, Expenses, Working Hours, Rest Breaks,  Leaves of Absence, Confidentiality, Intellectual Property, Non-Solicitation, Non-Competition, Code of Conduct, Termination,  Severance Pay, Governing Law, Entire Agreemen

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