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M&A in Tech Industry: Key Trends and Strategic Moves in 2024

The tech industry is poised for a huge transformation in 2024. Just as the dot-com bubble burst paved the way for industry giants like Google and Amazon in the late 90s, the recent economic headwinds have created a ground for strategic acquisitions. The $69 billion acquisition of Activision Blizzard by Microsoft stands as a testament to this trend, marking a bold move into the gaming industry.

As we try to understand this landscape shaped by inflation, rising interest rates, and geopolitical tensions, the technology sector is experiencing a resurgence of M&A activity. Let’s delve into the key trends driving this dynamic environment.

  • Pent-up Demand: With a receding recession threat, stabilized inflation, and abundant capital, the stage is set for a surge in technology, media, and telecommunications M&A. Corporates are leading the charge, with a notable uptick in mega-deals. Private equity firms, under pressure to deploy capital, are expected to re-enter the fray in the latter part of the year.
  • IPO Resurgence: A buoyant equity market, coupled with improved IPO performance, is signaling a potential revival of the IPO market. While the first quarter of 2024 saw a slowdown, larger IPOs, particularly in the technology sector, indicate a promising trend.
  • AI as a Catalyst: The AI revolution is driving significant investments rather than outright acquisitions. Tech giants like Google, Meta, Microsoft, and Amazon are pouring billions into AI infrastructure, fueling innovation and competition.

M&A in Tech industry: Sector-specific trends

Technology:

  • Strategic Mega-Deals: Corporates are back in the game with a focus on executing growth strategies. The year has already witnessed a surge in mega-deals, setting the stage for a potentially active second half.
  • IT Services Consolidation: Economic headwinds and cost pressures have led to a slowdown in IT services M&A. However, the sector is expected to stabilize as market conditions improve.
  • Semiconductor Dealmaking: Regulatory scrutiny and supply chain resilience are taking precedence over M&A in the semiconductor industry. While deal activity is muted, strategic acquisitions like NVIDIA’s purchase of Run:ai highlight potential opportunities.

Entertainment and Media:

  • Distressed Assets and Restructuring: The industry is undergoing a transformation as companies shift focus from linear models to digital platforms. This is creating opportunities for strategic M&A.

Telecommunications:

  • Delayering and Consolidation: Telecommunication sector is optimizing portfolios and focusing on core competencies through asset sales and mergers. This trend is expected to continue, with infrastructure funds showing keen interest in network assets.
  • Cross-Border Deals: The sector is reassessing its global footprint and exploring opportunities to optimize their portfolios through cross-border transactions.

M&A in Tech industry: What’s next for 2024?

Embrace Complexity

  • Build a Strong Team: Assemble a cross-functional team with expertise in various areas, including legal, finance, operations, and technology.
  • Develop a Comprehensive Plan: Create a detailed roadmap outlining the deal’s objectives, timeline, and potential challenges.
  • Manage Stakeholder Expectations: Effectively communicate with employees, shareholders, customers, and regulators to build trust and support.

Focus on Outcomes

  • Define Clear Goals: Clearly articulate the desired outcomes of the deal, such as market expansion, cost reduction, or technological advancement.
  • Identify Synergies: Analyze how the target company can complement existing operations and create value.
  • Measure Success: Develop key performance indicators (KPIs) to track the deal’s performance and ensure it delivers the expected results.

Position for Long-Term Growth

  • Align with Corporate Strategy: Ensure the acquisition fits with the company’s overall strategic direction.
  • Build a Strong Integration Plan: Develop a comprehensive plan for integrating the target company’s operations, culture, and systems.
  • Foster Innovation: Encourage collaboration between the two companies to generate new ideas and products.

Recognize Transformational Opportunities

  • Identify Disruptive Technologies: Seek out targets that possess cutting-edge technologies or business models.
  • Adopt Cultural Transformation: Be prepared to adapt the company culture to accommodate the acquired business.
  • Leverage Talent Acquisition: Use M&A as an opportunity to acquire top talent and build a stronger workforce.

2024 is shaping up to be a pivotal year for the tech industry, marked by a resurgence of M&A activity and a renewed focus on growth. The confluence of pent-up demand, a stabilizing economy, and the allure of AI is driving strategic deal-making across sectors. While challenges persist, such as economic uncertainties and regulatory complexities, the overall outlook of M&A in tech industry is optimistic in 2024.

MS for M&A in tech industry

The tech industry is undergoing a transformative period, marked by strategic alliances and acquisitions. As the landscape evolves, understanding complex deals requires a strategic partner. MS offers a unique blend of industry expertise and strategic guidance to help tech companies unlock their full potential through M&A. Our services, including valuation and due diligence ensures seamless deal execution and maximum value creation. Let us make the deals work for you.

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CT for ADGM Free Zone: What’s new in Corporate Tax for Al Reem Island Businesses

The Abu Dhabi Global Market (ADGM) is making headlines again with a significant fee reduction for non-financial and retail licenses. Starting January 1st, 2025, businesses can expect cuts of 50% or more! This strategic move aims to streamline the transition of Al Reem Island businesses after its incorporation into the ADGM free zone last year. By revising costs, ADGM hopes to attract a wider range of companies to the region.

The transition of Al Reem island businesses from a mainland to a free zone like ADGM with world-class infrastructure and unparalleled global connectivity offers a lot of advantages. One among these is the corporate tax benefits. Previously under mainland regulations, Al Reem Island businesses couldn’t access the tax benefits of a free zone. Now, with their inclusion in ADGM, everything changes. As a free zone, ADGM boasts a 0% Corporate Tax rate for qualifying activities. This translates to significant tax savings for businesses operating within ADGM, known as Qualifying Free Zone Persons (QFZPs).

The tax advantages extend to:

  • Transactions between QFZPs and other Free Zone Persons (where the other party benefits).
  • Certain activities conducted within the designated free zone areas (including designated distribution zones).

Corporate Tax for Al Reem Island Businesses: Key Requirements

  • Physical Presence: To qualify for ADGM FZ benefits in Al Reem Island, companies must demonstrate a substantive operational footprint. This necessitates maintaining a physical office with dedicated employees, operational equipment, and sufficient expenditure to support your core business activities. While outsourcing is permitted, it must be confined within the Free Zone (Al Reem and Al Maryah Island combined) and conducted with proper oversight to ensure effective control over the outsourced tasks.
  • Qualifying Income Sources: To qualify for the 0% tax rate, the Al Reem Island business must generate income from approved sources:
    • Free Zone Transactions: The majority of your income should stem from transactions conducted entirely within the Free Zone (Al Reem and Al Maryah Island combined). However, these transactions must be out of a specific list of excluded activities, and the company must be the demonstrably true beneficiary of the transactions.
    • Approved Activities & Intellectual Property: Ensure the primary business activities align with the list of government-approved endeavors within the Free Zone (Al Reem and Al Maryah Island combined). Additionally, ownership or utilization of intellectual property that meets the designated criteria can contribute to your eligibility for the 0% tax benefit.
    • De Minimis Rule: The UAE acknowledges that establishing a new business may involve some non-qualifying activities initially. The de minimis rule allows Al Reem Island FZ companies to maintain a limited amount of non-qualifying income (the lower of AED 5 million or 5% of total revenue) without jeopardizing the 0% tax advantage.

Excluded Income Sources for Al Reem Island Businesses:

Certain income sources strictly disqualify an Al Reem Island business from the 0% tax rate. These include:

  • Income generated from outside the Free Zone geographical boundaries.
  • Revenue derived from unrelated property holdings.
  • Income from intellectual property that does not satisfy the qualifying criteria.

Corporate Tax for Al Reem Island Businesses: Compliance and Considerations

  • Standard Corporate Tax vs. Free Zone Benefits: Opting for the standard corporate tax regime automatically disqualifies the Al Reem Island business from the 0% Free Zone tax rate. Reverting back to the Free Zone benefits after this switch comes with a significant waiting period of four years.
  • Arm’s Length Principle: The UAE upholds fair market practices. Transactions between your Al Reem Island FZ company and affiliated businesses should be conducted at arm’s length, reflecting a fair market value for the goods or services exchanged. Documentation demonstrating adherence to this principle is crucial if you have significant transactions with related parties.
  • Financial Recordkeeping: Regardless of your income level, maintaining audited financial statements is a mandatory requirement for retaining your Al Reem Island FZ corporate tax benefits.

By adhering to these essential guidelines, Al Reem Island businesses can unlock the significant advantage of a 0% corporate tax rate and flourish within the ADGM’s dynamic and competitive Free Zone environment.

How can MS help you with Corporate Tax Registration?

MS helps businesses by simplifying the UAE Corporate Tax filing process, ensuring precision and effectiveness. Our team will expertly guide you through every step, from registration to submission. Starting with a comprehensive analysis of your company’s financial position, we’ll accurately assess your taxable income, considering relevant exemptions and deductions. With our support, you can save time and resources, confident that your corporate tax obligations are managed by knowledgeable professionals.

If your existing Al Reem Island business is confused regarding the free zone status after the transition to ADGM, await for our upcoming articles as we break down this for you.

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From DCF to EBITDA Multiples: Here’s how you can pick the Best Business Valuation Method

Have you ever looked at a company and wondered, “What is it truly worth?” Business valuation is the art of uncovering this hidden treasure, a crucial step for both buyers and sellers in the business world. But with so many methods out there, how do you choose the right one?

Let’s explore more about business valuation, equipping you with the knowledge to confidently select the most suitable method for any situation.

The Significance of Business Valuation

Understanding a company’s true value is key for several key reasons:

  • Mergers and Acquisitions (M&A): It ensures you pay a fair price for the target company, preventing overpayment or leaving money on the table.
  • Selling Your Business: It helps you command the maximum value for your years of hard work and investment.
  • Strategic Planning: It empowers you to make informed decisions about your company’s future growth trajectory.

Types of Business Valuations

There’s no magic formula for business valuation. The most effective method hinges on the specific company and its circumstances. Here’s a breakdown of some popular methods and the situations where they excel:

1. Discounted Cash Flow (DCF)

  • What it is: DCF is a popular method that estimates the present value of all the cash flow a company is expected to generate in the future. It considers the time value of money, meaning a dollar today is worth more than a dollar tomorrow.

    Strengths:
  • It focuses on a company’s future earning potential, which is a crucial indicator of value.
  • Relatively flexible, allowing adjustments for growth rates, discount rates, and capital expenditures.

    Weaknesses:
  • Relies heavily on accurate forecasts of future cash flows, which can be subjective and prone to error.
  • Requires a significant amount of financial data and complex calculations.

Best suited for: Companies with stable and predictable cash flows, such as established businesses in mature industries.

2. Capitalization of Earnings (Cap Rate Method)

  • What it is: This method builds on DCF by taking a company’s stabilized earnings (average earnings over a period) and dividing it by a capitalization rate (a rate of return expected by investors).

    Strengths:
  • Simpler to apply compared to DCF, requiring less data and complex calculations.
  • Useful for companies with consistent earnings growth patterns.

    Weaknesses:
  • Ignores the time value of money and future growth prospects beyond the stabilized earnings period.
  • Relies heavily on the chosen capitalization rate, which can be subjective.

Best suited for: Companies with a history of stable earnings and limited future growth expectations.

3. EBITDA Multiple: A Benchmarking Approach

  • What it is: This method multiplies a company’s Earnings Before Interest, Taxes, Depreciation, and Amortization (EBITDA) by an industry-specific multiple. The multiple reflects the average price-to-EBITDA ratio paid for similar companies in recent transactions.

    Strengths:
  • Quick and easy to apply, requiring readily available financial data.
  • Provides a benchmark for comparison with industry peers.

    Weaknesses:
  • Doesn’t account for a company’s specific financial structure (debt, capital expenses).
  • Relies on the accuracy and representativeness of the chosen industry multiple.

Best suited for: Companies operating in industries with readily available comparable transactions and similar financial structures.

4. Revenue Multiple: A Top-Line Perspective

  • What it is: This method multiplies a company’s revenue by a predetermined multiple based on industry benchmarks.

    Strengths:
  • Straightforward to apply, especially when EBITDA is unavailable.
  • Useful for companies in early stages where profitability may not yet be established.

    Weaknesses:
  • Doesn’t consider a company’s profitability or efficiency (revenue doesn’t translate directly to cash flow).
  • Industry multiples can vary significantly depending on growth potential and market conditions.

Best suited for: Early-stage companies, subscription-based businesses (SaaS), or industries where revenue growth is a primary valuation driver.

Selecting the Right Method for Your Business Valuation

Choosing the optimal valuation method requires careful consideration of several factors:

  • Available Information: Some methods, like DCF, require extensive financial data, while others rely on simpler metrics.
  • Company Type: An asset-light company shouldn’t be valued solely on its net assets. Similarly, a brand-centric company might not benefit as much from DCF compared to a method that considers brand value.
  • Company Size: Generally, larger companies have more valuation options at their disposal, while smaller companies with limited financial data may have fewer choices.
  • Economic Environment: During economic booms, it’s wise to adopt a conservative approach to valuation, acknowledging that economic cycles are cyclical.
  • End User Needs: Understanding their priorities is crucial for selecting the most relevant method like whether they primarily interested in acquiring a company’s tangible assets or its future cash flow generation potential

MS: Empowering Informed Decisions Through Expert Business Valuation in the UAE

At MS, we understand the critical role business valuation plays in securing the most favourable outcomes for your company. Our team of valuation specialists is equipped with the knowledge and experience to implement a range of valuation methods, ensuring we select the approach that best reflects your company’s unique characteristics and industry. Whether you’re considering a merger or acquisition, raising capital, or simply gauging your company’s current standing, we provide comprehensive valuations that go beyond just numbers. We translate complex financial data into actionable insights to make the deals work for you.


Still confused about how valuation works? Unsure which method to choose for your business? Getting the right valuation is crucial to maximizing your profit. Dive into our article to get more insights on what is valuation and why should you value your business. Click Here

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Things to know about Prescribed Company in the DIFC, Dubai

The Dubai International Financial Centre (DIFC) is a leading world-class business and lifestyle destination in the Middle East, Africa, and South Asia (MEASA) region. DIFC has a close to 20-year track record of facilitating trade and investment flows across MEASA. The region comprises 72 countries with a combined population of around three billion people and a nominal GDP of approximately USD 8 trillion. The centre offers a wide range of opportunities for setting up operating, holding, and tech companies for those who are focusing on business success. Among those, the revised regulation for Prescribed Companies is now attracting entities with its peculiarities.

DIFC introduced the Prescribed Company Regulations to supersede and broaden the scope of the previous regulations, the Special Purpose Company Regulations (SPC) and the Intermediary Special Purpose Vehicle Regime (ISPVR) in 2019. As a result of the enactment of the DIFC Prescribed Company Regulations, all Special Purpose Companies under the SPC Regulations were reclassified as Prescribed Companies. A key feature of this new regulation is its flexibility, fostering a business-friendly environment that promotes efficiency in time and cost savings for companies operating within the DIFC.

On July 15th, 2024, DIFC enacted a key amendment in the existing PC Regulations which significantly expand and simplify the current regime in the DIFC. The changes ensure that the companies are used as true holding company vehicles, rather than operational entities.

Now, what exactly is the Prescribed Company?

What is a Prescribed Company in the DIFC?

A Prescribed Company in the DIFC is a private company established under the DIFC Prescribed Company Regulations. It can be set up by a Qualifying Applicant or for a Qualifying Purpose. Qualifying Applicants include DIFC-registered entities, affiliates of such entities, shareholders, ultimate beneficial owners controlling a DIFC-registered entity, authorized firms, funds, UAE government entities, or family-operated businesses.

New PC Regulations Unveiled!

Effective from July 15, 2024, the DIFC has introduced significant updates to its PC Regulations. One among them is the expansion of the eligibility criteria for Prescribed Companies. Previously, eligibility was restricted to specific types of entities (qualifying applicants) and activities (qualifying purposes).

To incorporate or continue a Prescribed Company in the DIFC, applicants must now satisfy one of the following criteria:

1. The Prescribed Company is controlled by one or more:

 a) GCC Persons.

 b) Registered Persons.

 c) Authorized Firms.

2. The Prescribed Company is established or continued in the DIFC for the purpose of holding legal title to, or controlling, one or more GCC Registrable Assets.

3. The proposed Prescribed Company is established or continued in the DIFC for a Qualifying Purpose; or

4. The Prescribed Company established or continued in the DIFC has a director appointed from a DFSA-registered Corporate Service Provider

How Does a CSP Facilitate the Establishment of a Prescribed Company?

Any individual or corporate entity that does not qualify for a Prescribed Company under the qualifying requirements can still establish one, regardless of their country of residence. This is possible if the PC appoints a director who is an employee of a DFSA-regulated CSP. This CSP must also have an agreement with the DIFC Registrar of Companies to undertake specific compliance and AML functions on behalf of the PC.

Key Changes from the Old PC Regime

Previously, the PC regime restricted eligibility to entities with a strong DIFC nexus or those involved in specific qualifying activities, limiting the product’s appeal to the existing DIFC client base. The new regulations have significantly expanded the eligibility criteria, allowing for the formation of PCs under broader circumstances.

DIFC believes these changes will expand the appeal of this vehicle to a global investor base while maintaining necessary ties to the DIFC and GCC. To accommodate potential increased demand, DIFC is enhancing its AML procedures and risk management framework.

What Happens to Existing PCs That Fall Outside the New Regime?

Existing PCs will be restricted to their designated purpose as holding companies, prohibiting employment. This ensures their function as pure holding vehicles. PCs that no longer align with these criteria will benefit from transitional arrangements and a new commercial package offering continued licensing advantages similar to the previous regime. The package, named “Active Enterprise,” provides flexible options and reduced fees for qualifying applicants seeking alternative structures with the option to have employees.

Active Enterprise is a private company that can be established by a Qualifying Applicant. This structure is suitable for Holding Companies, Managing Offices, and Proprietary Investment activities across various sectors such as real estate, agricultural enterprises, management, and healthcare. The package has:

  • Option to have employees: In the case that Active Enterprise or its affiliate has an office in the DIFC.
  • Reduced licensing fees:  USD 100 Application Fee (one time) and an annual commercial license fee of USD 1000 (Data protection fees USD 750 – if applicable).
  • Flexible registered address: An Active Enterprise can have its own DIFC office space, co-working desk, share office space with its DIFC affiliate or, if the entity has no employees, use an appointed CSP’s registered address in DIFC.
  • Common law jurisdiction with independent DIFC Courts
  • Quick and easy, fully digital registration process: In-principal approval may be granted within three business days from the application submission.
  • No attestation is required for corporate documents.
  • Globally competitive and attractive tax regime.
  • Zero currency restrictions and 100% foreign ownership.
  • Zero restrictions on capital repatriation.

Why a Prescribed Company in DIFC?

There are several compelling reasons to opt for a Prescribed Company setup in DIFC:

  • Low-Cost Setup and Maintenance Costs: The cost of setting up and maintaining a DIFC Prescribed Company is considerably lower compared to a standard DIFC operational license.
  • Flexible Office Requirements: Prescribed Companies enjoy flexibility in office arrangements, allowing them to have their own DIFC office space, share space with individuals fulfilling qualifying requirements, or appoint a CSP for registered address services.
  • Favorable Tax Environment: The company benefits from 0% taxation on dividends and qualifying income, along with access to DIFC’s comprehensive network of double taxation treaties.
  • Legal Certainty and Efficiency: Operating within the DIFC’s English common law-based legal system, the company enjoys greater flexibility and innovation compared to other UAE free zones.
  • Fast-Track Application Process: Prescribed Companies benefit from an expedited application process, being exempt from auditing and filing accounts with the DIFC Registrar of Companies.

Exemptions for Crowdfunding and Structured Financing Activities

A Prescribed Company in DIFC with a crowdfunding structure enjoys several exemptions, further highlighting the benefits of a Prescribed Company in DIFC.

  • Crowdfunding Exemptions: A PC with a crowdfunding structure is exempt from the Companies Law requirement to have no more than 50 shareholders. Additionally, if its annual turnover is no more than USD 5 million, it is exempt from the need to prepare and file audited accounts, even if it has more than 20 shareholders.
  • Structured Financing Exemptions: PCs involved in structured financing are exempt from filing and auditing requirements. Furthermore, PCs issuing bonds or sukuk to the public can bypass the usual prohibition against private companies making public offers and the 50-shareholder limit.

Reduced Fees and Cost Efficiency

The PC regime in the DIFC offers a low-cost structure with significantly reduced fees. The application fee is a one-time payment of USD 100, and the annual license fee is USD 1,000. This cost efficiency, combined with the flexibility and exemptions provided by the PC structure, makes it a highly attractive option for businesses seeking a cost-effective entry into the DIFC.

Application Process for the set up of Prescribed Company in the DIFC

DIFC is Ready. Are You?

With the introduction of this new PC regime, DIFC aims to balance requiring substantive economic activity and providing access to flexible corporate structures for legitimate purposes. In the new UAE Corporate Tax era, which addresses substance concerns, the DIFC believes that expanding the PC regime is timely and beneficial.

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AI in M&A: Why AI Might Be the X-Factor in Your Next M&A

From self-driving cars navigating city streets to chatbots that answer your customer service questions, Artificial Intelligence (AI) is rapidly transforming our world. This wave of innovation isn’t stopping at the doorstep of the business world either. Mergers and Acquisitions (M&A), a sector traditionally known for its reliance on experience and intuition, is being reshaped by the power of AI.

The high-stakes world of M&A is about to get a major upgrade with AI. AI is poised to become the secret weapon of dealmakers, transforming the way deals are sourced, analysed, and executed. Forget lengthy due diligence process and gut-feeling decisions – AI promises to inject efficiency and insightful data analysis into every stage of the M&A process.

Let’s explore how AI will revolutionize M&A, from deal discovery to successful integration.

AI in M&A: Enhancing Efficiency and Driving Innovation

AI can significantly enhance efficiency by automating repetitive tasks, analyzing vast amounts of data, and providing valuable insights. Imagine AI-powered tools that can sift through piled documents during due diligence, identify potential risks and opportunities, and even generate draft reports. This frees up dealmakers to focus on strategic decision-making, creative problem-solving, and relationship building – aspects where human expertise remains irreplaceable.

AI can foster innovation in several ways. It can automate document review, data analysis, and risk assessment, allowing dealmakers to focus on decision-making and creative problem-solving. Additionally, AI-powered tools can analyze historical data to identify patterns and predict deal success rates, informing better deal selection and execution strategies.

M&A Deal Phases Poised to Benefit from AI

The potential benefits of AI extend across the entire M&A lifecycle:

  • Developing M&A Strategy: AI can analyze market trends, identify potential targets, and assess strategic fit.
  • Sourcing Targets: AI can search vast databases and identify companies that align with specific criteria.
  • Legal Review: AI can automate contract review, identify key terms, and suggest revisions.
  • Due Diligence: AI can analyze financial statements, identify potential risks, and extract relevant information from contracts.
  • Deep Data Review: AI can analyze vast amounts of unstructured data from various sources to uncover hidden insights.
  • Integration Planning: AI can model different integration scenarios and predict potential challenges.
  • Integration Execution: AI can automate tasks and track progress during the integration process.
  • Deal Postmortem: AI can analyze deal data to identify areas for improvement in future transactions.

AI in M&A: The Transformative Power of AI in Due Diligence

Due diligence, a critical yet time-consuming phase in M&A, stands to gain significant benefits from AI. AI can analyze vast amounts of data from contracts, financial statements, and other sources much faster than humans. This allows for a more comprehensive review, uncovering potential risks and opportunities that might otherwise be missed. AI can also identify patterns and trends in historical data, helping dealmakers predict potential post-merger challenges.

AI and Job Displacement: A Collaborative Future

Concerns about AI replacing human jobs in M&A are understandable. However, AI is more likely to complement and enhance the capabilities of dealmakers rather than eliminate them entirely. Repetitive and mundane tasks will be automated by AI, freeing up dealmakers to focus on higher-value activities that require human expertise, such as negotiation, relationship management, and strategic decision-making. AI will become a powerful ally, augmenting human capabilities and enabling dealmakers to deliver greater value.

Proceed with Caution: Responsible AI Adoption is Key

While the potential of AI in M&A is undeniable, responsible adoption is crucial. Here are some key considerations:

  • Compliance and Risk: Ensure AI tools comply with evolving regulations and mitigate potential risks associated with data security and bias.
  • Human Oversight: Maintain a healthy level of human oversight to ensure the validity and accuracy of AI-generated outputs.
  • Data Security and Privacy: Select AI tools that prioritize data security and user privacy.

Understanding the opportunities and risks associated with AI in M&A is paramount for informed decision-making and successful deal execution.

As AI continues to evolve, dealmakers who embrace this transformative technology will gain a significant competitive edge. By leveraging AI-powered tools and platforms, they can enhance efficiency, streamline processes, make more informed decisions, and ultimately, achieve greater deal success. The future of M&A is here, and AI is at the forefront of this transformation.

MS for Making the Deals Work for You

Struggling to find the right fit in the fast-paced world of M&A? MS can be your compass. We combine in-depth industry knowledge with insightful market research to pinpoint the ideal partner that aligns perfectly with your growth strategy. Don’t settle for anything less than the best – Partner with MS and unlock the true potential of M&A. Let us guide you through strategic deals that propel your company towards a future of success.

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ADGM Annual Accounts: Deadlines, Extensions, and Penalties

Operating within the Abu Dhabi Global Market (ADGM) offers a dynamic and internationally recognized platform for businesses. As a premiere international financial centre, companies and Limited Liability Partnerships (LLPs) are required to file annual accounts in the ADGM. These accounts serve a critical purpose: fostering transparency and ensuring compliance with financial regulations.

Let’s explore more about the ADGM Annual Accounts.

What is ADGM Annual Accounts?

ADGM annual accounts are comprehensive financial statements prepared by companies and Limited Liability Partnerships (LLPs) registered under the Abu Dhabi Global Market (ADGM) framework. These accounts adhere to International Accounting Standards (IAS) and provide a detailed picture of the entity’s financial performance and position for the preceding financial year.

Types of Accounts to File

The nature of the accounts you need to submit depends largely on the size and type of your business. Generally, ADGM requires the submission of audited annual accounts, which include:

  • An Auditor’s Report
  • A Director’s Report
  • A Board resolution approving the accounts

Small businesses that qualify under the small company’s regime can file a simplified version of their accounts, including an unaudited balance sheet. To qualify as a small company or LLP, your business must have:

  • A turnover not exceeding USD 13.5 million
  • No more than 35 employees

Public interest entities and financial service providers are excluded from this regime. The unaudited balance sheet must include a statement indicating it has been prepared according to the provisions applicable to small companies.

Filing Deadlines

Every ADGM business has an Accounting Reference Date (ARD) which sets the deadlines for filing. New companies must file their first annual accounts within nine months of their ARD, while existing businesses must adhere to a nine-month filing deadline following their ARD.

Also, the deadlines for filing annual accounts vary depending on the type of company:

  • First Annual Accounts: New companies must file within nine months of their ARD if the financial year is 12 months or less. If the financial year exceeds 12 months, accounts must be filed within nine months of the first anniversary of incorporation.
  • Subsequent Annual Accounts: Existing companies must file within nine months of their ARD for each subsequent year.

For instance, a company incorporated on 11 November 2022 with an ARD of 31 December 2023 must file by 11 August 2024 for its first financial year. For the following year, the deadline would be 30 September 2025. For public companies, the filing period is six months instead of nine.

Filing Procedure

All accounts must be submitted via the ADGM online registry solution. Log into your firm’s account, select “Maintain Company,” and then choose “Lodge Annual Accounts.” Follow the instructions to upload your accounts and any supporting documents. You will receive an automatic acknowledgment upon submission. The Registration Authority may review your accounts before accepting them.

Changing an ARD

Companies can request a change to their ARD, provided they meet the eligibility requirements. This change must be supported by a resolution from the directors and submitted to the Registration Authority. Businesses can change their ARD by notifying the Registration Authority and submitting a supporting directors’ resolution.

Extensions and Penalties for Filing Accounts

In exceptional circumstances, businesses can apply for an extension to the filing deadline, but these applications must be submitted before the original deadline and are evaluated on a case-by-case basis. If annual accounts are not submitted on time, businesses can face penalties of up to USD 15,000.

Detailed Requirements for Annual Accounts

When preparing annual accounts, the following requirements must be met:

  • All accounts must be denominated in USD
  • Balance sheets must be signed by a director, with the director’s name stated
  • For audited accounts, the director’s report must be signed by a director or company secretary, with the name of the signer stated
  • The auditor’s report must include the audit firm’s name and the senior auditor’s name

Filing ADGM annual accounts is not just a regulatory obligation, but a valuable tool for businesses. Timely and accurate accounts increase your credibility with stakeholders, provide insights to guide strategic decisions, and potentially ease access to funding. Moreover, staying compliant with filing deadlines reduces the risk of sanctions and demonstrates your commitment to good corporate governance. By prioritizing early preparation for ADGM annual accounts, you unlock a range of benefits that position your company for success within the thriving Abu Dhabi Global Market.

Disclaimer

*Registered in Abu Dhabi Global Market(RegisteredNo.000007218). We are not an ADGM Registered Corporate Service Provider.



		
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DEWS in DIFC Advantage: A Modern Approach to End-of-Service Benefits

Have you ever wondered why top talent from around the world is flocking to Dubai? Various factors contribute to this trend, with one of the key reasons being the Dubai International Financial Centre (DIFC). The DIFC’s proactive approach, consistently reviewing and refining its policies, fosters an exceptional environment for attracting and retaining top-tier international talent. Aligning with the forward-thinking vision of the United Arab Emirates’ National Agenda and Dubai Plan 2021, the DIFC prioritizes the creation of a global hub for talent and innovation.

Beyond competitive salaries, the DIFC acknowledges the importance of long-term benefits that contribute to employees’ financial security and professional development. A cornerstone of this commitment is the implementation of the DIFC Employee Workplace Savings (DEWS) plan. Introduced in February 2020, the DEWS plan marks a significant transformation in how the DIFC manages end-of-service benefits for its workforce.

Benefits of the DEWS in DIFC

The DEWS plan offers a structured approach to accumulating end-of-service benefits by mandating employer contributions based on employees’ basic salaries and length of service. Additionally, employees have the option to make voluntary contributions to further enhance their savings, providing them with a flexible and robust tool to achieve their financial goals.

DEWS in DIFC: Key Entities Involved

DEWS Supervisory Board: This board oversees the plan, ensuring it meets the needs of members and aligns with international standards. It comprises an independent chairperson, representatives from Dubai’s Department of Finance, Dubai Government Human Resources, DIFC Authority, a DIFC employer, and a DIFC employee.

  1. Plan Administrator: Zurich Workplace Solutions (ZWS): ZWS administers the DEWS plan, handling enrolment, contributions, investments, and withdrawals. They provide real-time access to plan information through an online portal and support via a DIFC-based team.
  2. Master Trustee: Equiom: Equiom ensures the DEWS plan meets members’ needs, acting as the independent legal owner of contributions and overseeing investment options.
  3. Investment Adviser: Mercer: Mercer provides independent investment advice, managing a range of dynamically managed investment portfolios.

Employer Contributions

Participation in DEWS is mandated by law for all DIFC employers. Employers contribute a percentage of employees’ basic salaries to their DEWS accounts monthly. The contribution rates are:

  • 5.83% for employees with less than 5 years of service.
  • 8.33% for employees with 5 years or more of service.

Voluntary Contributions

Employees can enhance their DEWS savings by making voluntary contributions through salary deductions. This is a simple way to achieve long-term financial goals. Employees can contribute up to 100% of their basic monthly salary, either regularly or as a lump sum.

Investment Options

The DEWS plan offers a range of investment options to suit different risk appetites and financial goals. Employees can choose from conservative, moderate, and aggressive investment funds managed by professional asset managers.

Fees and Charges

The DEWS plan has fixed fees for service providers and variable fees based on investment choices. The fixed fees are:

  • 0.80% for the Plan Administrator (Zurich).
  • 0.20% for the Trustee (Equiom).
  • 0.23% for the Investment Advisor (Mercer).

Variable fees for investment management range from 0.03% to 1.88%.

Default Investment Strategy of DEWS in DIFC

By default, all contributions are invested in the DEWS Low Moderate Growth strategy, which aims for medium to long-term growth using a balanced approach with exposure to both growth and defensive assets. Employees can remain in the default strategy or switch to other available strategies using their online DEWS account. Employers seeking to opt out of DEWS will have to implement a Qualifying Scheme and apply to DIFC Authority (DIFCA) to obtain a Certificate of Compliance.

The DEWS in DIFC plan exemplifies the DIFC’s commitment to attracting and retaining top international talent. By offering a structured, transparent, and flexible approach to end-of-service benefits, the DEWS plan empowers employees to take control of their financial future while ensuring a secure and competitive work environment. This innovative solution aligns perfectly with the DIFC’s vision of becoming a global hub for talent and innovation, fostering a thriving and dynamic ecosystem that benefits both employers and employees.

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Dubai’s DIFC Employment Laws: What You Need to Know Before You Start

Dubai’s impressive skyline and reputation for innovation attract professionals from around the globe who are seeking ideal career opportunities. However, before embarking on a new career path in Dubai, a thorough understanding of the city’s employment regulations is essential. Dubai operates under a unique legal framework, and the Dubai International Financial Centre (DIFC) presents a distinct set of employment laws specifically tailored to the international business community.

Key Aspects of the DIFC Employment Law

  • Written Employment Contracts: The DIFC Employment Law mandates written employment contracts for all employees. These contracts must clearly outline essential terms like job title, duties, remuneration, working hours, and notice periods. Clear and comprehensive contracts help prevent misunderstandings and disputes down the line.
  • Minimum Employment Standards: The law establishes minimum employment standards covering working hours, rest breaks, annual leave entitlements, sick leave, and end-of-service gratuity. Employers must comply with these standards to ensure fair treatment of their workforce.
  • Termination Procedures: Specific procedures govern termination of employment in the DIFC. Employers must provide notice to the employee, pay outstanding wages or entitlements, and issue a termination certificate. Understanding these procedures helps ensure lawful termination practices.
  • Dispute Resolution: The DIFC provides a robust system for resolving employment disputes through its Employment Tribunal. Employers should be prepared to engage with the Tribunal and comply with its decisions to avoid further legal issues.

DIFC Employment Laws: Understanding Recruitment and Hiring Practices in DIFC

  • Compliance with Anti-discrimination Laws: Job postings and recruitment practices must comply with anti-discrimination laws, ensuring fairness and equal opportunities for all candidates.
  • Work Permits and Visas: Foreign employees require the necessary work permits and visas to be employed legally. Employers must follow the procedures for obtaining these.
  • Background Checks and Qualifications: Conducting background checks and verifying qualifications helps ensure candidates are suitable for the position.
  • Minimum Wage and Working Hours: Employers must adhere to the minimum wage requirements and working hours regulations set forth by the DIFC Employment Law.
  • Probationary Period: A probationary period of up to six months is allowed to assess new hires. The terms of the probationary period should be clearly outlined in the employment contract.
  • Onboarding Process: A comprehensive onboarding program helps new employees acclimate to their roles and responsibilities, setting them up for success.

Employment Contracts and Offer Letters in DIFC

  • Governing Law: DIFC Employment Law No. 2 of 2019 governs employment contracts in DIFC. It outlines the rights and obligations of both parties.
  • Essential Elements of Employment Contracts: Key elements to include in an employment contract are names of parties, job title and description, start date, contract duration (if applicable), salary and benefits package, and notice period for termination. Specific terms relevant to the industry or role can also be included.
  • Offer Letters: Offer letters formally propose a position to a candidate before they sign the employment contract. They should detail the job title, salary, start date, and any other relevant terms.
  • Execution and Legal Advice: Both parties must sign the documents, and it’s advisable to provide each party with a copy of their records. Seeking legal advice before finalizing contracts ensures they are legally sound and compliant.

DIFC Employment Law: The Wage and Salary Regulations in DIFC

The DIFC Employment Law safeguards employee rights regarding wages and salaries. Here’s a breakdown of the key points for employers:

  • Timely Payment of Wages: Wages must be paid at regular intervals, not exceeding one month. Employers must also provide pay slips detailing wage breakdown, deductions, and bonuses, and should be in a printable format.
  • Payroll: The payroll should be processed within 7 days of the payment period.
  • Benefits and Leaves: The DIFC Employment Law mandates several benefits and leave entitlements for employees:
  • Annual Leave: A minimum of 20 days of paid annual leave is mandated, with some companies offering more.
  • Sick Leave: Employees are entitled to paid sick leave for a limited period, as outlined in the employment contract or company policy.
  • Maternity Leave: Female employees are entitled to paid maternity leave, with specific durations and conditions defined by law.
  • Paternity Leave: Fathers are also entitled to a period of paid paternity leave, although typically shorter than maternity leave.
  • End-of-Service Gratuity: Employees are entitled to a gratuity upon termination, calculated based on their salary and length of service. The DIFC has launched the DIFC Employee Workplace Savings (DEWS) plan to modernize the end-of-service benefits system for employees. By reflecting global best practices, DEWS replaces the traditional, unfunded end-of-service gratuity structure with a transparent, professionally managed, and regulated savings plan.
  • Termination of Employment: Both employers and employees can initiate termination of employment, adhering to the legal procedures:
  • Notice Periods: Minimum notice periods for termination are stipulated in employment contracts or as per the law.
  • Redundancy: In case of redundancy, employers must follow specific procedures and provide severance pay.
  • Disciplinary Action: Termination due to disciplinary issues requires following fair procedures and due process.
  • Termination Certificates: Upon termination, employers must issue a termination certificate to the employee.
  • Dispute Resolution: The DIFC Employment Tribunal provides a mechanism for resolving employment disputes between employers and employees.
  • Steps for Dispute Resolution: Employees can file a claim with the Tribunal if they believe their rights have been violated. The Tribunal will then hear the case and issue a binding decision.
  • Alternative Dispute Resolution (ADR): Employers and employees can explore ADR options like mediation or conciliation before taking the matter to the Tribunal.

Dubai’s DIFC stands out with its distinctive employment regulations designed to support an international business environment. For professionals looking to advance their careers in this thriving metropolis, understanding these legal requirements—from detailed employment contracts and fair wage practices to robust dispute resolution processes—is essential. Compliance with DIFC Employment Law not only ensures adherence to legal standards but also contributes to a positive and efficient work environment. By being proactive in understanding and applying these regulations, both employers and employees can explore Dubai’s job market with confidence, making the most of the opportunities this innovative city has to offer.

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Family Offices in the UAE: A Game Changer for Entrepreneurs

From its emergence back in the 6th century to being the leading players in private wealth management advisory, Family offices in the uae have undergone a remarkable revolution. With their operational flexibility, family offices are now reshaping global trade opportunities. In recent times, many countries worldwide have supported family businesses with institutional and policy backing, raising awareness, educating, and ensuring regulatory frameworks to ensure their continuity.

An introduction to family offices in the UAE

The growth of family offices in the UAE has been organic. The country holds the potential to influence the future of global business in the years to come. High Net-Worth Individuals (HNWIs), businesses, and family business owners are increasingly considering migration to the UAE. Backed by several factors, the UAE makes an ideal destination for your entrepreneurial dreams.

The UAE government is dedicated to supporting family offices by providing legislative, structural, and regulatory tools essential for the private sector’s success, crucial to the broader UAE economy’s health.

Family Offices in the UAE – a legislative revolution

A new UAE Federal Decree Law No.37 of 2022 on Family Businesses (the “Law”) was issued in October 2022 and came into force on 11 January 2023.

  • Establish a robust legal framework for ownership and governance of family businesses.
  • Facilitate smooth transfers of ownership between generations.
  • Support the continuity and sustainability of family businesses in the private sector.
  • Introduce mechanisms for resolving family disputes effectively.
  • Enhance the economic contribution and competitiveness of family businesses in the UAE.

Top freezones for your Family office in the UAE

  • Abu Dhabi Global Market (ADGM)

The Abu Dhabi Global Market (ADGM) is one of the premium destinations for family offices.  ADGM allows Single Family Offices (SFOs) under its Commercial Licensing Regulations, even though specific SFO regulations are absent. SFOs function as private companies with limited liability for shareholders. They provide services such as wealth and asset management, legal and accounting support, and administrative services exclusively to the family and their entities. This setup aids in protecting wealth tax-efficiently, alongside other ADGM wealth management options like SPVs and foundations.

  • Dubai International Financial Centre (DIFC)

The Dubai International Financial Centre (DIFC) has introduced new regulations for family offices under the Family Arrangements Regulations 2023. These regulations, effective from 31 January 2023, replace the previous Single-Family Office Regulations (SFO Regulations) of 2011. One significant change is the removal of the requirement for family offices to register with the Dubai Financial Services Authority (DFSA) as a Designated Non-Financial Business or Profession. This update aims to enhance the regulatory framework for family offices within the DIFC, supporting the initiatives of the Global Family Business and Private Wealth Centre.

DIFC Family Wealth Centre

The DIFC Family Wealth Centre (DFWC) supports family businesses and Ultra High Net Worth Individuals (UHNWIs) by offering tailored solutions aligned with the UAE’s commitment to these sectors. Their “Family Arrangements Regulations” aim to sustain and expand family enterprises and wealth, providing personalized services, education, networking opportunities, and advisory to guide families effectively.

Government initiatives for Family offices in the UAE

1)Unified Family Business Registry

The UAE Ministry of Economy introduced a unified registry for family businesses, supported by four cabinet resolutions aimed at enhancing governance and competitiveness. This initiative aims to establish the UAE as a preferred destination for local, regional, and global family enterprises.

They play a crucial role in driving the national economy forward, supporting its shift towards a knowledge-based future. The unified registry launch marks a significant step in enhancing governance and streamlining registration processes for family enterprises in the UAE. It’s about creating a cohesive system that builds on their existing strong legislative and technological foundations.

2)Dubai Family Business Management Programme

The Dubai Family Business Management Programme is designed to support the growth of Dubai’s business community by nurturing innovative leaders capable of addressing future challenges. This program supports Dubai’s business community by developing innovative leaders in Dubai capable of addressing future challenges. It focuses on preparing the next generation of family business leaders by enhancing governance, sustainability, global trade strategies, legal education, social responsibility, networking, media presence, and overall success preparation.

3)Abu Dhabi Family Business Index

The Abu Dhabi Department of Economic Development (ADDED) on a collaboration with the United Emirates University (UAEU) has signed an MoU to launch the Abu Dhabi Family Business Index.

An initiative to rank and evaluate family-owned and family-controlled businesses in Abu Dhabi, this index will assess factors like revenue, industry impact, employment, governance structures, leadership diversity, succession planning, longevity, and socio-economic contributions. By combining the expertise of UAEU and the economic development focus of ADDED, this initiative aims to enhance Abu Dhabi’s reputation as a hub for innovation and economic prosperity. It’s about understanding and improving how family businesses operate and contribute to the local economy.

The UAE has become a top spot for Family offices, with financial assets growing fast, especially from UNHWI’s. With projections indicating further expansion by 2026, the country’s appeal is strengthened by its progressive regulatory frameworks, legal innovations, and favorable tax policies. As global interest intensifies, the UAE is on track to be a key place for family offices offering great chances for wealth management and growth in the years ahead.

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ADGM Employment Regulations: Key Requirements and Best Practices

The United Arab Emirates has long been a leader in advocating for both employee and employer rights. Within this progressive landscape, the Abu Dhabi Global Market (ADGM) distinguishes itself with advanced employment regulations that ensure compliance while fostering a mutually beneficial environment for all stakeholders. This premier financial centre provides a sophisticated legal framework, integrating local and international best practices. For businesses, this means streamlined operations and efficient workforce management. ADGM’s dedication to transparency and balance enables businesses to attract and retain top talent, driving them towards greater success.

ADGM Employment Regulations 2019

ADGM’s employment regulations are governed by the ADGM Employment Regulations 2019, which ensure a fair balance between employer and employee obligations, including payroll. Unlike other parts of the UAE, the UAE Federal Law No. 33 of 2021 concerning labor relations does not apply to ADGM. Instead, ADGM has its own set of employment regulations, making precise and comprehensive payroll management crucial for compliance.

Key aspects of these regulations include:

  • Timely Payment of Wages: Employers must ensure timely payment of wages to employees.
  • Pay slips: Employers are required to provide detailed pay slips to employees.
  • End-of-Service Gratuity: This is calculated based on an employee’s tenure and is a mandated benefit.

Employment Contracts and Visas

ADGM generally follows a contract-based employment system. Employers and employees must have a written contract outlining the terms and conditions of employment, remuneration details, probation, benefits, duties, working hours, notice periods, and termination conditions. This contract must be provided within one month of the commencement of employment.

Employers are responsible for obtaining work permits for their employees and covering all associated costs. Visa applications in ADGM are handled through the Corporate Relations Office at ADGM.

Duties and Obligations

The ADGM Employment Regulations detail the duties and obligations of both employers and employees. Employers must ensure health insurance coverage for their employees and adhere to health and safety standards in the workplace. Discrimination and harassment based on gender, race, religion, or disability are prohibited, promoting a safe and inclusive work environment.

Overtime:

  • The maximum working time is 48 hours per week with no opt-out option.
  • Overtime applies to employees, excluding managers and supervisors, for hours worked over 832 in four months.
  • Overtime compensation can be monetary, time in lieu, or both, with rates of 25% (daytime) and 50% (9 pm to 4 am).
  • Payments must be made within one month after the four-month period.
  • Employers must keep time records for employees nearing or exceeding the Threshold.

Sick Pay:

  • Sick leave is divided into:
    • 10 business days at full pay.
    • 20 business days at half pay.
    • 30 business days without pay.
  • Employers can terminate employees exceeding 60 business days of sick leave in 12 months, except for Disability-related leave.

Minimum Notice Period:

  • The notice must be in writing:
    • Seven days for employment under three months.
    • 30 days for employment of three months or more.

Fines and Potential Compensation:

  • Employers failing to pay wages within 14 days may be ordered to pay compensation up to the last Daily Wage for each day of delay.

 Discrimination:

  • Color is now a protected class according to ADGM Employment Regulations.
  • Breaches can result in compensation for up to three years of Basic Wages and fines of up to USD 20,000 for non-compliance with court recommendations.

Termination of Employment and End-of-Service Gratuity

Termination procedures in ADGM require a 30-day notice period. Immediate termination without notice is permissible for justifiable cause. Employees are entitled to end-of-service gratuity if they have completed at least one year of continuous employment, provided the termination is not due to employee misconduct.

Non-Employee Engagement

The Registrar of ADGM has outlined rules for engaging non-employees, including secondees, outsourced individuals, interns, and temporary freelancers. These rules set conditions for temporary work permits, applicable fees, and fines for non-compliance.

The UAE, with its diverse jurisdictions, operates under various rules and regulations that form the backbone of its business environment. Understanding these regulations is essential for achieving business excellence. The Abu Dhabi Global Market (ADGM), in particular, has established employment regulations that provide a robust framework for employment within its jurisdiction, setting minimum employment standards, balancing employer and employee rights and obligations, and aligning with international best practices. This comprehensive framework covers aspects such as employment contracts, visas and work permits, duties and obligations, remuneration, working hours, leave entitlements, labor rights, and termination procedures.

For businesses operating in ADGM, precise and comprehensive payroll management is crucial to ensure compliance with these unique regulations. Adhering to these standards not only ensures legal compliance but also fosters a fair and conducive working environment, safeguarding the rights and interests of both employers and employees. By maintaining high standards in payroll management, businesses can contribute to a stable and attractive labor market within ADGM, promoting long-term success and sustainability.

MS for Payroll Precision in ADGM

Understanding the ADGM Employment Regulations ensures compliance with regional regulations, mitigating risks of non-compliance such as fines, legal issues, and reputational damage. Compliance with the ADGM builds trust and credibility, crucial for attracting and retaining international stakeholders. By using our expert payroll services in MS, you can confidently manage payroll and focus on driving business success, one of key factors of the ADGM Employment Regulations.