Board Resolution For Merger Of Companies for United Arab Emirates

Board Resolution For Merger Of Companies Template for United Arab Emirates

A formal corporate governance document under UAE law that records the board of directors' resolution to approve and proceed with a merger transaction. The document must comply with Federal Law No. 2 of 2015 (UAE Commercial Companies Law) and related regulations, documenting the board's careful consideration of the merger terms, financial implications, and confirmation that the transaction serves the company's best interests. It includes specific details about the merger structure, consideration, and authorizations for implementing the transaction, while ensuring compliance with UAE corporate governance requirements and any sector-specific regulations.

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What is a Board Resolution For Merger Of Companies?

A Board Resolution For Merger Of Companies is a crucial corporate governance document required under UAE law when two or more companies plan to combine their businesses through a merger. This document is mandated by the UAE Commercial Companies Law (Federal Law No. 2 of 2015) and must be prepared when the board of directors approves a merger transaction. The resolution serves as official evidence that the board has properly evaluated the merger proposal, considered its implications, and determined it to be in the company's best interests. It typically includes details about the merger structure, valuation, consideration, and specific authorizations for executing the transaction. The document is particularly important for demonstrating compliance with UAE corporate governance requirements and may need to address additional regulatory requirements depending on the industry sector and whether the companies are public or private entities.

What sections should be included in a Board Resolution For Merger Of Companies?

1. Meeting Details: Information about the board meeting, including date, time, location, and attendance

2. Quorum Confirmation: Confirmation that the required quorum was present as per the company's articles of association

3. Background: Context of the proposed merger, including business rationale and brief description of the merging entities

4. Review of Merger Documentation: Confirmation that the board has reviewed all relevant merger documentation and due diligence reports

5. Financial Considerations: Overview of the financial terms, valuation, and consideration for the merger

6. Board Determinations: The board's findings regarding the merger's benefits and alignment with company interests

7. Principal Resolution: The formal decision to approve the merger and its key terms

8. Authorization of Actions: Authorization for specific individuals to execute documents and take necessary actions

9. Compliance Statement: Confirmation of compliance with relevant laws and regulations

10. Closing: Signatures of board members and company secretary

What sections are optional to include in a Board Resolution For Merger Of Companies?

1. Regulatory Approvals: Required when the merger needs specific regulatory clearances (e.g., SCA, Central Bank)

2. Conflicts of Interest: Required when any board members have declared conflicts regarding the merger

3. Share Exchange Ratio: Needed when the merger involves share swaps rather than cash consideration

4. Employee Matters: Required when the merger involves significant employment implications

5. Integration Planning: Optional section for outlining post-merger integration plans

6. Risk Assessment: Optional detailed analysis of merger risks and mitigation strategies

7. Competition Law Considerations: Required when the merger requires competition law clearance

What schedules should be included in a Board Resolution For Merger Of Companies?

1. Schedule 1 - Merger Agreement: Draft or final merger agreement that is being approved

2. Schedule 2 - Valuation Report: Independent valuation report of the merging entities

3. Schedule 3 - Due Diligence Summary: Summary of key findings from due diligence investigations

4. Schedule 4 - Financial Statements: Relevant financial statements of the merging entities

5. Schedule 5 - Post-Merger Structure: Diagram and description of the post-merger corporate structure

6. Appendix A - Board Attendance Record: Detailed record of board members present and voting

7. Appendix B - Legal and Regulatory Checklist: Checklist confirming compliance with all legal requirements

8. Appendix C - Power of Attorney: If specific powers are delegated to execute merger documentation

Authors

Alex Denne

Head of Growth (Open Source Law) @ Genie AI | 3 x UCL-Certified in Contract Law & Drafting | 4+ Years Managing 1M+ Legal Documents | Serial Founder & Legal AI Author

Publisher

Genie AI

Document Type

Board Resolution

Cost

Free to use
Relevant legal definitions
Clauses
Relevant Industries

Banking & Financial Services

Manufacturing

Real Estate & Construction

Technology & Communications

Healthcare & Pharmaceuticals

Energy & Utilities

Retail & Consumer Goods

Transportation & Logistics

Professional Services

Education

Hospitality & Tourism

Media & Entertainment

Industrial & Engineering

Agriculture & Food Production

Relevant Teams

Legal

Corporate Governance

Compliance

Finance

Risk Management

Corporate Development

Strategy

Executive Office

Board Secretariat

Mergers & Acquisitions

Corporate Affairs

Regulatory Affairs

Relevant Roles

Chief Executive Officer

Chief Financial Officer

Board Chairman

Board Member

Company Secretary

General Counsel

Legal Director

Corporate Governance Officer

Compliance Officer

Chief Risk Officer

Chief Strategy Officer

Chief Operating Officer

Corporate Secretary

Head of Mergers & Acquisitions

Director of Corporate Development

Board Advisory Director

Industries
Teams

Employer, Employee, Start Date, Job Title, Department, Location, Probationary Period, Notice Period, Salary, Overtime, Vacation Pay, Statutory Holidays, Benefits, Bonus, Expenses, Working Hours, Rest Breaks,  Leaves of Absence, Confidentiality, Intellectual Property, Non-Solicitation, Non-Competition, Code of Conduct, Termination,  Severance Pay, Governing Law, Entire Agreemen

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