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Share Swap Agreement

Share Swap Agreement Template for United Arab Emirates

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Key Requirements PROMPT example:

Share Swap Agreement

"I need a Share Swap Agreement for a domestic UAE transaction between two private limited companies, where Company A will exchange 30% of its shares with Company B's 25% shares, with completion planned for March 2025."

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Document background
The Share Swap Agreement is a crucial document used when two or more parties wish to exchange shares in their respective companies without involving cash transactions. This type of agreement is particularly relevant in the UAE market for corporate restructuring, strategic alliances, and cross-border investments. The document must comply with UAE Federal Law No. 32 of 2021 and SCA regulations, particularly when dealing with listed companies or foreign ownership considerations. A Share Swap Agreement typically includes detailed provisions on share valuation, completion mechanisms, regulatory approvals, and necessary warranties, while considering UAE-specific requirements such as foreign ownership restrictions and local corporate governance standards. It's commonly used in mergers and acquisitions, group reorganizations, joint ventures, and strategic investment arrangements within the UAE business landscape.
Suggested Sections

1. Parties: Identification of the parties entering into the share swap agreement

2. Background: Context of the transaction and brief description of the parties' intentions

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

4. Share Swap Structure: Core terms of the swap including description of shares to be exchanged

5. Valuation: Methodology for valuing the shares being swapped and any adjustment mechanisms

6. Completion: Timing and mechanics of the share swap completion

7. Conditions Precedent: Conditions that must be satisfied before the swap can complete

8. Representations and Warranties: Standard and specific warranties about the shares and the parties

9. Covenants: Ongoing obligations of the parties before and after completion

10. Term and Termination: Duration of the agreement and circumstances allowing early termination

11. Confidentiality: Obligations regarding confidential information

12. Notices: Process for formal communications between parties

13. Governing Law and Jurisdiction: Specification of UAE law and jurisdiction

14. General Provisions: Standard boilerplate clauses including assignment, amendments, etc.

Optional Sections

1. Regulatory Compliance: Specific section addressing SCA requirements when dealing with listed companies

2. Foreign Ownership Provisions: Required when the swap involves foreign parties and UAE ownership restrictions

3. Tax Provisions: Detailed tax treatment where relevant, particularly for international transactions

4. Security Arrangements: Where additional security is required for the swap obligations

5. Break Fees: Provisions for compensation if the swap fails to complete

6. Anti-dilution Provisions: Protection against share value dilution during the swap period

7. Shareholder Rights: Provisions regarding voting rights and dividends during the swap period

8. Islamic Finance Compliance: Required when the swap needs to be Sharia-compliant

Suggested Schedules

1. Schedule 1 - Share Details: Detailed description of the shares being swapped including share certificates numbers

2. Schedule 2 - Valuation Methodology: Detailed calculations and formulas for share valuation

3. Schedule 3 - Completion Requirements: Detailed list of documents and actions required for completion

4. Schedule 4 - Form of Transfer Instruments: Template share transfer forms and other required documentation

5. Schedule 5 - Corporate Information: Company details, shareholding structures, and corporate approvals

6. Appendix A - Regulatory Approvals: Copies or details of required regulatory approvals

7. Appendix B - Company Valuations: Independent valuation reports or certificates

8. Appendix C - Due Diligence Reports: Summary of due diligence findings if relevant to the swap

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

alex.den.21@genieai.co
Relevant legal definitions











































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Relevant Industries

Financial Services

Banking

Investment Management

Corporate Services

Private Equity

Family Offices

Real Estate Investment

Technology

Healthcare

Energy

Manufacturing

Professional Services

Telecommunications

Relevant Teams

Legal

Finance

Corporate Development

Mergers & Acquisitions

Compliance

Risk Management

Treasury

Corporate Secretariat

Strategy

Investment

Corporate Finance

Corporate Governance

Regulatory Affairs

Relevant Roles

Chief Executive Officer

Chief Financial Officer

Chief Legal Officer

Corporate Finance Director

Investment Director

Legal Counsel

Corporate Secretary

Finance Manager

Compliance Officer

Investment Banker

M&A Director

Strategy Director

Risk Manager

Treasury Manager

Corporate Development Manager

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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