Minority Stake Acquisition and Corporate Structuring in ADGM

An international holding in industrial R&D and manufacturing — building devices for purification of air, water, and similar applications — was opening its UAE entity in ADGM to five new minority investors. The acquisition itself was straightforward, but the surrounding paperwork was not. Each investor wanted different terms on voting, exits, and future upside. The founder needed to retain control as sole director while accommodating preferred share issuance, reserved matters, deadlock mechanics, and four separate option packages tied to performance KPIs. All five sets of documents had to align before any capital moved.

Acting for the founder and majority shareholder, we ran the deal end-to-end across the share issuance and the investor agreements:

1. Share subscription and issuance — drafted the subscription agreement and the procedures for issuing shares, including preferred shares, for all five investors.
2. Shareholders' agreement — negotiated a comprehensive SHA: voting rights at general meetings, founder's guarantee to remain sole director, reserved matters requiring unanimous approval, and deadlock resolution mechanics.
3. Option agreements — drafted four separate call option agreements giving investors rights to purchase additional shares, subject to KPI-based performance conditions and vesting schedules.
4. Multi-party alignment — negotiated bilaterally with each investor and facilitated alignment among the investors themselves, where positions did not always converge, until every party was comfortable with the final drafts.