Legal Glossary

ADGM. The financial centre Free Zone in the emirate of Abu Dhabi.

A transaction in which a Company is being bought primarily for its employees and not for its technology, product or service. Usually the buyer will close down these operations and use the team (who have a history of working together) to accelerate its own growth.

Abu Dhabi Global Market.

The courts of Abu Dhabi Global Market. The ADGM Courts do not have jurisdiction in criminal matters.

The incorporation, registration and licensing authority in ADGM.

A person providing strategic advice, introductions to Investors or other third parties, or engaged to assist with some other significant milestone in the life of the Company. The terms of the Advisor’s engagement and compensation (which may be in the form of Equity) are set out in an Advisor Agreement.

An agreement which sets out the terms of engagement of an Advisor to a Company. The Advisor Agreement also sets out the details of any Equity grant to the Advisor which may Vest over the period of time in which the Advisor is engaged by the Company.

An individual who invests in startups. Angel Investors typically make up the shortfall between Friends and Family financing rounds and Institutional Investors.

A key document for a Company setting out details on how the business will be governed and its day-to-day operations. The Articles of Association are a contract between the company and its shareholders. The Articles of Association specify rules and procedures on how the Board of Directors are appointed, board meetings and shareholder meetings are conducted and how shares may be transferred etc. In some jurisdictions, the Articles of Association are a public document which is made available for inspection.

The transfer of a right from one party to another party.

A process transferring the ownership of Intellectual Property from one person to another e.g. work created by a business partner is transferred to the entity.

The total number of authorised shares is the maximum number of shares a company may issue. The authorised share capital is the total amount that shareholders have permitted the directors to issue without further reference to them (i.e. shareholder consent is not required for the board of directors to issue additional shares to incoming Investors).