Insights / Glossary
M&A and UAE tax glossary.
Plain-language definitions of the M&A, valuation, and UAE tax terms that show up in term sheets, valuations, engagement letters, and FTA correspondence. No jargon hiding what they mean.
These are working definitions for UAE mid-market owners, written to be clear, not exhaustive. Tax rules change, so confirm the current position before you act on a tax term.
M&A and process terms.
Sell-side advisory
Advising the owner or shareholder in a sale: preparing the business, running a competitive process, and negotiating to a close. How we run a sale.
Buy-side advisory
Advising the acquirer: defining the thesis, sourcing targets, valuing, running diligence, and negotiating the purchase. Our buy-side approach.
Information Memorandum (IM)
The confidential document that presents a business to prospective buyers, covering the story, the numbers, and the opportunity.
Data room (VDR)
A secure online repository of company documents that buyers review during due diligence.
Letter of Intent (LOI)
A mostly non-binding document setting out the proposed price and key terms before final agreements are drafted.
Due diligence
The buyer's detailed review of a target's financial, legal, tax, and commercial position before completion.
Earnout
Part of the purchase price paid after completion, contingent on the business meeting agreed future targets.
Working capital adjustment
A closing adjustment so the business is sold with a normal, agreed level of working capital.
Net debt
Total debt less cash. It is typically deducted from enterprise value to arrive at the equity value paid to shareholders.
Add-on (bolt-on)
A smaller acquisition made to expand an existing larger platform company.
Valuation terms.
EBITDA
Earnings before interest, tax, depreciation, and amortisation. A common proxy for a company's operating cash earnings.
EBITDA multiple
The figure EBITDA is multiplied by to estimate enterprise value, set by sector, size, growth, and risk. How a valuation is built.
Enterprise value (EV)
The value of the whole business operations, independent of how it is financed.
Equity value
What shareholders actually receive: enterprise value adjusted for net debt and similar items.
Discounted cash flow (DCF)
A valuation method that estimates value from a company's forecast future cash flows, discounted back to today.
UAE tax and compliance terms.
UAE corporate tax
The federal tax on business profits in the UAE, administered by the Federal Tax Authority. Rates and thresholds change, so confirm the current position. Corporate tax, handled.
Small business relief
Relief available to smaller UAE businesses that meet the qualifying conditions set by the Federal Tax Authority.
Qualifying free zone person
A free-zone business that meets the conditions for preferential UAE corporate tax treatment on qualifying income.
VAT (value added tax)
A consumption tax applied to most goods and services in the UAE, reported to the Federal Tax Authority. VAT, handled.
Federal Tax Authority (FTA)
The UAE government authority that administers and enforces corporate tax and VAT.
Tax agent
A person or firm registered with the FTA to represent businesses on UAE tax matters.
Economic Substance (ESR)
Rules requiring certain UAE businesses to demonstrate genuine activity and substance in the UAE. Compliance, handled.
Ultimate Beneficial Owner (UBO)
The real person who ultimately owns or controls a company, recorded under UAE UBO rules.
Speak with a senior principal.
If one of these terms is in a document on your desk right now, do not guess. Tell us what you are looking at, and you will get a senior reply within one business day.