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Management Buyout Agreement Template for United Arab Emirates

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Key Requirements PROMPT example:

Management Buyout Agreement

"I need a Management Buyout Agreement for our Dubai-based technology consulting firm, where four senior partners will acquire 100% ownership from the current foreign shareholders, with completion planned for March 2025 and including an earn-out mechanism based on the next two years' performance."

Document background
The Management Buyout Agreement is a crucial document used when a company's existing management team seeks to acquire ownership from current shareholders in the UAE. It must comply with UAE Federal Law No. 32 of 2021 and related regulations, including specific requirements for corporate ownership transfers, foreign ownership restrictions, and necessary regulatory approvals. The agreement typically includes detailed provisions for purchase price mechanics, warranties, conditions precedent, completion procedures, and post-completion obligations. It's particularly important in succession planning, corporate restructuring, or when shareholders wish to exit while maintaining operational continuity under experienced management. The document must address UAE-specific considerations such as local ownership requirements, free zone regulations if applicable, and corporate governance requirements.
Suggested Sections

1. Parties: Identification of the selling shareholders, purchasing management team members, and the target company

2. Background: Context of the transaction, current ownership structure, and purpose of the agreement

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

4. Sale and Purchase: Core transaction terms including assets/shares being sold and basic purchase mechanics

5. Purchase Price: Detailed breakdown of consideration, payment terms, and any price adjustment mechanisms

6. Conditions Precedent: Prerequisites for completion including regulatory approvals and third-party consents

7. Completion: Mechanics and timing of completion, including actions required at completion

8. Seller Warranties: Representations and warranties from the selling shareholders

9. Buyer Warranties: Representations and warranties from the management team buyers

10. Limitations on Liability: Caps, thresholds, and time limits on warranty claims and other liabilities

11. Pre-Completion Obligations: Conduct of business requirements between signing and completion

12. Post-Completion Obligations: Ongoing commitments after completion, including transitional arrangements

13. Confidentiality: Provisions regarding confidential information and announcements

14. Governing Law and Jurisdiction: UAE law as governing law and jurisdiction arrangements

Optional Sections

1. Financing Arrangements: Details of any external financing being used to fund the buyout

2. Management Employment Terms: New employment arrangements for the management team post-completion

3. Non-Competition: Restrictions on selling shareholders' future competitive activities

4. Tax Covenant: Specific tax-related indemnities and arrangements

5. Earn-out Provisions: Structure for additional payments based on future performance

6. Regulatory Compliance: Specific provisions relating to UAE regulatory requirements for regulated businesses

7. Free Zone Provisions: Additional provisions if the target company operates in a UAE free zone

Suggested Schedules

1. Target Company Information: Corporate details, shareholding structure, and key business information

2. Properties: Details of owned and leased properties

3. Intellectual Property: Schedule of IP rights owned or licensed by the target company

4. Material Contracts: List and copies of key commercial contracts

5. Employee Information: Details of employees and their employment terms

6. Completion Requirements: Detailed list of documents required at completion

7. Warranties: Detailed warranties given by the sellers

8. Purchase Price Calculation: Detailed methodology for calculating final purchase price

9. Form of Resignation Letters: Template resignation letters for outgoing directors

10. Form of Share Transfer Instruments: Templates for UAE-compliant share transfer documentation

Authors

Alex Denne

Head of Growth (Open Source Law) @ ¶¶Òõ¶ÌÊÓƵ | 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

Manufacturing

Retail

Professional Services

Technology

Healthcare

Real Estate

Construction

Hospitality

Financial Services

Distribution and Logistics

Education

Media and Entertainment

Relevant Teams

Legal

Finance

Corporate Development

Mergers & Acquisitions

Executive Leadership

Risk and Compliance

Corporate Secretariat

Treasury

Human Resources

Strategy

Relevant Roles

Chief Executive Officer

Managing Director

Chief Financial Officer

General Counsel

Corporate Lawyer

Investment Banker

Financial Advisor

Company Secretary

Board Director

Senior Partner

Transaction Manager

Private Equity Manager

Corporate Finance Director

Head of Mergers & Acquisitions

Risk Manager

Compliance Officer

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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