According to the CCL, LLCs shareholders enjoy legal pre-emption rights in the event of a transfer of shares. It is not possible to waive these rights unless all shareholders agree at the time of the transfer. Shareholders of private limited companies do not have legal subscription rights. Similarly, shareholders of free zone companies have no advantage of the legal subscription right in the event of a transfer of shares. However, the shareholders may agree among themselves on these restrictions, either in the articles of association, the articles of association or the shareholders` agreement. Building rights (Area/Opstal) can also be granted, allowing buildings to be built on land. Upon expiry of the granted building rights, the owner of the land acquires the rights to it expropriatingly or inexcusably. Building rights can be granted for a maximum renewable period of 50 years (99 years from 1 September 2021, the date of entry into force of the Belgian reform of property law)). Long-term leases and construction rights are often used in tax agreements. Share purchase agreements may provide for applicable foreign law. Parties in the United Arab Emirates generally have freedom of contract, with the exception of certain mandatory or public policy matters.
An exception is made when a government agency or service in Dubai is a contracting party. Under these conditions, a contract must be subject to the law of the United Arab Emirates, unless it benefits from a special derogation (Law No. 6 of 1997 on contracts of the government departments of the Emirate of Dubai). The most common way to acquire a private company is to buy shares. The purchase of assets exists, but it is rarer, because it is not regulated and is not automatically transferred by the operation of the company`s activities. A private company can also be bought by a legal merger, although this is not very common. In the event of a sale and purchase of shares, the buyer must perform due diligence on all aspects of the target business. In today`s market, the risk that the objective is contrary to its contractual obligations and that a customer or supplier may breach its contractual obligations is probably higher. Disruptions in the target company`s supply chain and changes to employees` work arrangements, including potential employee layoffs, may also be more frequent. These require careful analysis to ensure that a buyer is not exposed to an increased risk of claims.
The obligations imposed on a buyer or seller to fulfil conditions precedent depend on that party`s full control of that requirement, instead of requiring the support and cooperation of the other party, a third party or a public authority. . . .