M&AChange-of-control clauses: what buyers miss
A share purchase rarely leaves the target’s contracts untouched. Bank facilities, key supplier agreements and shareholder arrangements in the UAE commonly carry a change-of-control trigger that lets the counterparty accelerate, reprice or terminate once ownership moves.
In due diligence we read for the trigger first, then for the remedy: is consent required, is notice enough, can a waiver be negotiated before completion? Finding the clause is the easy part. Pricing the consent — and deciding whether it belongs in the conditions precedent — is where the deal is won.
ArbitrationWhy the arbitration clause deserves five minutes
Most disputes are shaped long before the hearing, by the wording of the clause that sent the parties there. Seat, rules, language, the number of arbitrators and the scope of what is referred all decide the timetable and the cost.
A clause copied from a different deal can make a DIAC arbitration slower and more expensive than the court route it replaced. Five minutes at the drafting stage — on the seat, the tribunal and the language — is the cheapest dispute strategy there is.
StructuringFree zone or mainland: the question behind the question
The licence is rarely the real issue. What matters is where the revenue comes from, who the counterparties are, and whether the activity is regulated.
A free-zone entity can be exactly right for an international business and the wrong choice for a company selling directly into the local market — whatever the ownership advantage looks like on paper. Start with the customers and the contracts, and the structure usually follows.
General information only — not legal advice on any particular matter.