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Investment Agreement for United Arab Emirates

Investment Agreement Template for United Arab Emirates

A comprehensive legal document governed by UAE law that establishes the terms and conditions of an investment transaction. This agreement outlines the investment structure, rights and obligations of investors and investee companies, corporate governance mechanisms, and protection measures in accordance with UAE federal and emirate-specific regulations. It incorporates provisions compliant with UAE Commercial Companies Law and Foreign Direct Investment regulations, while addressing specific requirements for mainland or free zone investments.

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What is a Investment Agreement?

The Investment Agreement is a crucial document used in the United Arab Emirates for structuring and documenting investment transactions. It is essential for both local and foreign investments, particularly following the UAE's reforms allowing increased foreign ownership in mainland companies. This agreement typically includes detailed provisions on investment amount, shareholding structure, investor protections, governance rights, and exit mechanisms, all aligned with UAE commercial laws and regulations. It's commonly used for venture capital investments, private equity transactions, strategic corporate investments, and joint ventures, requiring careful consideration of UAE company law, foreign investment regulations, and sector-specific requirements. The agreement must comply with both federal UAE laws and specific emirate or free zone regulations where applicable.

What sections should be included in a Investment Agreement?

1. Parties: Identification of the investor(s) and investee company/parties receiving investment

2. Background: Context of the investment, brief description of the business, and purpose of the agreement

3. Definitions: Defined terms used throughout the agreement

4. Investment Terms: Details of the investment amount, payment terms, and conditions precedent

5. Subscription Details: Specifics of shares/securities being issued, valuation, and ownership structure

6. Representations and Warranties: Statements of fact and assurances from all parties

7. Investor Rights: Key rights of investors including board representation, veto rights, and information rights

8. Transfer Restrictions: Limitations on share transfers and change of ownership

9. Corporate Governance: Management structure, board composition, and decision-making processes

10. Covenants: Ongoing obligations of the parties

11. Confidentiality: Protection of confidential information and trade secrets

12. Term and Termination: Duration of the agreement and termination provisions

13. Dispute Resolution: Mechanism for resolving disputes, typically including UAE court jurisdiction or arbitration

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

What sections are optional to include in a Investment Agreement?

1. Anti-dilution Rights: Protection against dilution of investor's shareholding - included for venture capital or minority investments

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

3. Drag-Along Rights: Right to force minority shareholders to join in sale - included when majority shareholders want exit flexibility

4. Intellectual Property Rights: Specific IP provisions - included when IP is a crucial asset of the business

5. Employee Matters: Employment-related provisions - included when key employees are critical to the investment

6. Islamic Finance Provisions: Shariah compliance clauses - included when the investment needs to be Shariah-compliant

7. Free Zone Specific Provisions: Special provisions for free zone companies - included when investment is in a UAE free zone

8. Strategic Investment Rights: Special rights for strategic investors - included for industry-specific strategic investments

What schedules should be included in a Investment Agreement?

1. Capitalization Table: Current and post-investment shareholding structure

2. Business Plan: Detailed business plan and financial projections

3. Conditions Precedent: List of conditions to be satisfied before investment completion

4. Reserved Matters: List of decisions requiring investor approval

5. Warranties: Detailed warranties given by the company and existing shareholders

6. Key Performance Indicators: Specific performance metrics and targets

7. Form of Board Resolution: Template for board approval of the investment

8. Form of Shareholders Resolution: Template for shareholder approval of the investment

9. Disclosure Letter: Exceptions and qualifications to the warranties

10. Corporate Documents: Copies of key corporate documents and licenses

Authors

Alex Denne

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

Publisher

Genie AI

Document Type

Agreement Contract

Cost

Free to use

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