Memorandum Of Understanding M&A Generator for United Arab Emirates

The Memorandum of Understanding (MOU) for M&A transactions is a crucial preliminary document used in the United Arab Emirates to establish the framework for corporate merger and acquisition negotiations. This document type is particularly important in the UAE business environment, where clear documentation of intentions and preliminary agreements is highly valued in commercial relationships. The MOU typically precedes the definitive transaction agreements and outlines key commercial terms, conditions, timelines, and the scope of due diligence, while incorporating provisions that comply with UAE federal laws and regulations. While generally non-binding (except for specific clauses like confidentiality and exclusivity), it serves as an important tool for aligning parties' expectations and documenting the proposed transaction structure. The document must consider UAE-specific requirements such as foreign ownership restrictions, regulatory approvals, and sector-specific regulations, making it an essential step in UAE M&A transactions.

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

2. Background/Recitals: Context of the proposed transaction, including brief description of the parties' businesses and transaction objectives

3. Definitions: Key terms used throughout the document, ensuring consistent interpretation

4. Transaction Structure: High-level overview of the proposed transaction structure, including type of acquisition (share purchase, asset purchase, etc.)

5. Purchase Price and Payment: Preliminary terms regarding consideration, payment structure, and any price adjustment mechanisms

6. Due Diligence: Framework for the due diligence process, including scope, timeline, and access to information

7. Exclusivity: Terms of exclusive negotiation period, including duration and restrictions

8. Confidentiality: Provisions regarding the protection and use of confidential information exchanged during negotiations

9. Binding and Non-Binding Provisions: Clear designation of which provisions are legally binding and which are not

10. Timeline: Key milestones and proposed timeline for transaction completion

11. Costs and Expenses: Allocation of transaction costs and expenses between parties

12. Governing Law and Jurisdiction: Specification of UAE law as governing law and relevant jurisdiction for disputes

13. Termination: Circumstances under which the MOU may be terminated

14. Notices: Process and contact details for formal communications between parties

15. Execution: Signature blocks and execution formalities