Mergers & Acquisitions
Shareholder & Term Sheet Advisory
Control defined before capital commits.
Shareholder & Term Sheet Advisory is a practice-led premium advisory service under M&A & Capital. Handle designs term sheets, shareholder agreements and cap tables so that control, economics, exits and disputes are settled before signature — and enforceable afterwards.
When this is needed
Shareholder & Term Sheet Advisory in the UAE: where the mandate begins.
- A first term sheet is about to circulate, and valuation mechanics and control terms are still open.
- Founders, families and investors have different non-negotiables that must be reconciled in one structure.
- An existing shareholder agreement carries deadlock risk or conflicting protections.
- A syndicated round brings several investors whose rights must be coordinated.
Matters Handle leads
Shareholder and term sheet capabilities.
Four capabilities. One coherent rights architecture.
Term Sheet Design & Negotiation
Valuation, control, covenants and downside protection engineered at first draft.
Shareholder Agreements & Cap Tables
Share classes, waterfalls and rights structured for governance clarity.
Investor & Founder Rights
Drag, tag, anti-dilution, pre-emption and information rights drafted for enforceability.
Exit & Liquidity Mechanics
Trade sale, secondary, buy-back and IPO pathways set in the documents from the start.
The scope
Shareholder & Term Sheet Advisory — scope, made explicit.
A focused, premium mandate — with control, the cap table and the exit at the center.
Cap Table Modelling
Share classes and economic waterfalls modelled before terms are agreed.
Control & Consent
Board composition, reserved matters and veto frameworks.
Protection Terms
Anti-dilution, pre-emption, ROFR, ROFO and lock-ups.
Incentive Pools
ESOP, vesting and leaver provisions aligned with investor protections.
Deadlock & Disputes
Escalation, buy-sell and forum clauses that keep the business operating.
The mandate
A weak term sheet hardcodes misalignment.
Once signed, early terms fix who leads, who blocks and who exits. Handle shapes the structure before the first serious draft circulates — converting each party’s non-negotiables into enforceable rights rather than vague understandings.
Jurisdiction and dispute forum are chosen by working back from where rights would be enforced. Mainland, DIFC, ADGM and offshore layers are aligned under the Commercial Companies Law and the applicable free zone rules, so protections hold across the group.
What the mandate delivers
- Term sheet drafting and negotiation strategy
- Shareholder and investment agreements in one framework
- Cap table and waterfall modelling
- Control, consent and reserved matter frameworks
- Exit, liquidity and deadlock mechanics
- Jurisdiction and dispute resolution alignment
How the work runs
Four disciplines. One enforceable shareholder structure.
Every right is designed, reconciled, documented and tested against enforcement.
01
Structure Over Compromise
Conflicts resolved through conditional rights, staged vesting or tiered consents.
02
Rights as a System
Protections drafted to work together, without overlap or contradiction.
03
Enforcement Backwards
Governing law and forum chosen from the intended enforcement path.
04
Diligence-Ready Drafting
Documents drafted to pass later investor and buyer scrutiny cleanly.
The Handle model
Practice-led. Never fragmented.
The transaction may begin here — it stays connected to strategy, capital and law.
Strategy & Operations
The work stays connected to market position, operating model, performance and execution governance.
M&A & Capital
The work stays aware of capital readiness, investor review, transaction logic and deployment discipline where relevant.
Legal & Regulatory
The work stays protected through structure, rights, governance, enforceability and regulatory or dispute readiness.
Why Handle
Rights engineered, not conceded.
Handle acts from the vantage point of boards and capital committees — and stays through signature, conditions precedent and implementation so terms are applied, not theoretical.
- Founder, family and investor positions reconciled by structure
- UAE onshore, free zone and offshore structuring fluency
- Minority protections without paralysis of the majority
- Deadlock engineered out at design stage
- Exit mechanics clear before a sale is contemplated
- Documents that accelerate later M&A or listing
Before offering your business for M&A, you must raise it with discipline. Strengthen governance, restore financial clarity, and sharpen strategy. A parented business attracts investors with confidence, not discounts.
Mohamed abu El-MakaremManaging Partner & Chairman
Engagement paths
Where this work typically begins.
Growth & Expansion
When the asset must scale capacity, geography, capital, partnerships or market share.
Turnaround
When the asset must reset structure, capital, law, governance and operations under pressure.
Coverage
Applied across the seven priority verticals.
Handle advises founders, business-owning families, venture and private equity investors and strategic partners on companies held through UAE onshore entities, DIFC, ADGM and offshore vehicles.
Priority verticals · Where Handle operates
Industry & ManufacturingInfrastructure & Strategic AssetsHealthcare & PharmaEnergyEnvironment & SustainabilityAdvanced Technology & AIFood Security & Agritech
Related service lines · Mergers & Acquisitions
Transaction capabilities · Explore further
Transaction Services & TargetingCross-Border M&A StrategyCommercial Due DiligenceFinancial & Tax Due DiligenceRegulatory & Compliance in M&AESG & Sustainability in M&AValuation & Synergy AnalysisM&A Financing StrategyStrategic Partnerships & Joint VenturesFamily Business M&A AdvisorySovereign & Public Sector M&AM&A Risk & Legal StructuringIntegration Governance & Change Strategy
Across the Handle model
Questions, answered
Shareholder & Term Sheet Advisory — questions, answered.
How Handle structures term sheets and shareholder arrangements.
What does a term sheet decide?
Valuation mechanics, control rights, investor protections and exit terms — the framework that definitive documents later follow.
When should shareholder and term sheet advice be taken?
Before the first serious draft circulates; conceded terms are commercially and relationally expensive to recover.
What protections matter most for investors?
Information rights, reserved matters, anti-dilution and downside protection on exit, calibrated to the size and stage of the investment.
What protections matter most for founders and families?
Board composition, protective vetoes and limits on forced exits or overreaching covenants.
Can an existing shareholder agreement be restructured?
Yes. Current rights and deadlock risks are mapped and a route set through amendment, new share classes, buy-backs or recapitalisation.
How are minority shareholders protected without blocking the majority?
Through calibrated consent rights, information rights and reserved matters, with thresholds or step-downs where appropriate.
How is shareholder deadlock handled?
Escalation, buy-sell, put and call or third-party determination mechanisms are specified so the business keeps operating.
Which law and forum should a UAE shareholder agreement use?
The choice depends on shareholders, assets and regulation; onshore UAE, DIFC, ADGM and arbitration are each assessed for enforceability.
How are ESOPs built into the structure?
Incentive pools, vesting and leaver provisions are embedded in the shareholder and constitutional documents so dilution and consent are clear.
Insights
Perspectives from live mandates.
Partner-led analysis on law, capital and strategy, shaped by boardroom realities across the UAE and the GCC.
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Work with Handle
Begin with Shareholder & Term Sheet Advisory — kept connected to the whole Handle model.
When control must be settled before capital moves.
Request an initial review
When the first draft will set the balance of control.
Set out the matter. A partner reviews it and responds with a defined route, strategy and accountable lead.
- Partner-level review of every request
- Strict confidentiality and privilege from first contact
- One accountable partner from review to execution
