Deal Docs & Shareholders Agreements

Expert legal support for LOIs, term sheets and shareholders agreements in the UAE, helping startups close deals and protect their interests.

LOI, Termsheets, MoU & Shareholders Agreements Drafting

We prepare LOIs, term sheets, MoUs and shareholders agreements that safeguard your interests, ensure compliance and support smooth negotiations, for startups, scalups and growing businesses at every stage.

In-depth description

At the start of any business partnership, co-founder arrangement or investment deal, the documents you put in place set the terms for everything that follows. For startups and growing businesses in the UAE, this means LOIs, term sheets, MoUs and shareholders agreements that are drafted with commercial precision and structured to protect every party.

Letters of Intent (LOI): A non-binding framework aligning parties on key terms before full documentation begins. We draft LOIs that are clear on what is binding (exclusivity, confidentiality) and what is not — to prevent inadvertent obligations before a deal is agreed.

Term Sheets: The commercial blueprint for an investment or partnership, capturing valuation, investment amount, share class rights, governance provisions, anti-dilution protection, liquidation preference and exit mechanics. A well-drafted term sheet dramatically speeds up definitive documentation and reduces founder-investor disputes later.

Memoranda of Understanding (MoU): For commercial partnerships, joint ventures or strategic arrangements where preliminary alignment is needed before full contracts are executed.

Shareholders’ Agreements: The primary governance document for any multi-founder or investor-backed startup. We draft provisions covering decision-making rights, reserved matters, transfer restrictions, drag-along, tag-along, founder vesting schedules and exit mechanisms — so every scenario is addressed before it arises.

Our team ensures that all documents clearly define terms, protect client interests, and comply with UAE legal requirements, supporting smooth negotiations and clean deal execution.

Scope of work

  • Draft the initial non-binding documents to frame the deal, such as the Letter of Intent (LOI), Memorandum of Understanding (MoU), or Term Sheet.
  • Following successful negotiations, we draft the definitive, legally binding Shareholders’ Agreement that governs the long-term relationship between the parties.

Price range

AED 10,000 – AED 500,000
Cumulative assessment – billed Hourly.

Primary Determinants of Pricing
Number of parties, transaction value, partial sale, progressive sale, JV elements, exit or continuation of management of the seller, etc.

Deliverables

  • Professionally drafted LOIs, Term Sheets, and MoUs.
  • A comprehensive, negotiated Shareholders’ Agreement.

Are your deal documents protecting your startup?

Are you entering a deal without a formal term sheet or LOI?

Starting negotiations without a non-binding framework creates confusion. An LOI or term sheet aligns parties from the outset.

Do you have business partners without a shareholders agreement?

Without a shareholders agreement, disputes over decisions, dividends, and exits have no agreed resolution mechanism.

Are you structuring a deal involving multiple parties?

MoUs and shareholders agreements define governance, obligations, and remedies. Poorly drafted documents create costly disputes.

Is your current corporate structure undocumented or outdated?

Outdated or missing corporate documents create legal risk. We review, update, and draft everything your structure requires.

Frequently asked questions

It depends on the drafting. An LOI can be entirely non-binding (as to the main transaction), partially binding (on confidentiality, exclusivity and process), or accidentally fully binding if not carefully drafted. Misjudging the binding effect of an LOI can lock parties into terms they did not intend.
A term sheet should capture: valuation, investment amount, share class rights, conditions precedent, anti-dilution provisions, liquidation preference, governance mechanics, exclusivity period and governing law. The clearer the term sheet, the faster and smoother the definitive documentation process becomes.
 
An MoU is typically a preliminary, often non-binding expression of intent to proceed toward a transaction or partnership. A shareholders’ agreement is a binding, comprehensive contract governing the relationship between shareholders, including governance, transfer restrictions and dispute resolution.
Yes, potentially. Even non-binding MoUs typically contain binding provisions on confidentiality, exclusivity and costs allocation. Beyond that, reliance on an MoU to incur costs or take other actions can create exposure under good faith and pre-contractual liability principles in some jurisdictions.

Every shareholder should have independent legal counsel review the agreement, not shared counsel. Shareholder agreements routinely contain drag-along, tag-along, pre-emption and valuation provisions that affect each shareholder differently. Shared counsel cannot represent conflicting interests adequately.

Key contacts:

Romain Astruc

Managing Partner – Generalist, Advisory & Litigation

Gabriel Elmarzouki

Associate – Corporate, Commercial & Litigation

Robin Cordeiro

Associate – Corporate and Regulatory Consultant

Other services you might need

Pre-deal documents set the terms for everything that follows. These services address the most common next steps after heads of terms.

Shareholders Agreements & JV Setup Advisory

Your LOI becomes a shareholders agreement. We provide continuity from pre-deal documents through to the final structure.

M&A Advisory - Acquisitions, Exits & Due Diligence

Pre-deal documents are the gateway to an M&A transaction. We handle the full process from LOI through to closing.

Legal Due Diligence for Company Acquisitions

Once the LOI is signed, due diligence begins. We provide a complete legal review of the target before you commit.

WHAT SET US APART

Why ASTRUC & Co

Pre-deal documents set the terms for everything that follows. We draft them with precision and negotiate them with purpose.

1.

Business-first drafts

We draft LOIs, termsheets and MoUs that reflect commercial reality – capturing what was agreed and structuring it to protect your position through to final documents.

2.

Senior counsel only

Pre-deal documents look informal but carry real obligations. Senior lawyers review every term, identifying what will matter most at the definitive documentation stage.

3.

Cross-border fluency

We draft across governing law choices when UAE deals involve French or European counterparties – ensuring documents are enforceable and interpreted as the parties intended.

More than legal counsel

With you, all the way

Life in the UAE brings extraordinary opportunities — and equally complex legal realities. Whether you’re relocating your family, navigating a divorce across jurisdictions, or structuring an inheritance that spans continents, you deserve a legal partner who understands both the technicalities and the human side of what you’re going through. At ASTRUC & Co, we treat every client’s situation as if it were our own.

From our offices in Dubai to our network spanning Riyadh, Paris, and Luxembourg, we bring senior-level attention to every matter — personal or financial. We believe the best legal advice is honest, clear, and delivered by someone who genuinely cares about the outcome. That’s why our clients stay with us, and why they come back when life presents its next chapter.

Ready to move forward?

Book a consultation with our team to discuss your situation and explore the right legal and strategic approach for your business.

One hour consultation

30-minute consultation

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