Buyer-drafted SPAs can look straightforward.

Clean formatting.
Standard clauses.
Nothing that immediately raises alarms.

Until the hidden traps appear.

When founders or SME owners review Share Purchase Agreements (SPAs), many assume the “boilerplate” sections are neutral. They are not. Those sections are often where the buyer quietly reallocates risk.

This is exactly why an SPA review for sellers in Dubai is critical before signing, not after disputes begin.

Where Sellers Get Caught

In buyer-drafted SPAs, the most dangerous clauses are rarely highlighted. They sit quietly in the back pages, framed as standard language.

Common examples include:

• One-way obligations that leave the seller exposed long after completion
• Termination rights drafted broadly enough to give buyers leverage without consequence
• Indemnities or penalty clauses embedded in definitions or schedules

Individually, these clauses may look manageable. Together, they shift the entire risk profile of the deal.

The Illusion of “Standard” Terms

Many sellers are told:
“This is market standard.”
“This is boilerplate.”
“Everyone signs this.”

What they are not told is whose market the clause protects.

Boilerplate clauses are rarely neutral. In buyer-drafted SPAs, they are calibrated to protect the buyer’s downside while leaving the seller open-ended.

An effective SPA review for sellers in Dubai does not just read clauses in isolation. It tests how they operate under stress, termination, breach, delay, or dispute.

Hidden Indemnities and Silent Exposure

One of the most common traps is hidden indemnity exposure.

This may appear as:

• Broad definitions of “Loss”

• Survival clauses that extend liability well beyond closing

• Indirect references that pull operational risks into seller responsibility

Without careful review, sellers agree to liabilities they neither priced nor controlled.

Termination Rights That Shift Power

Another overlooked issue is termination.

Buyer-drafted termination clauses are often:

• Triggered by vague or subjective standards

• Linked to minor breaches

• Paired with cost recovery or penalty consequences

This creates imbalance. The buyer retains leverage, while the seller carries uncertainty.

A proper SPA review for sellers in Dubai ensures termination rights are proportionate, symmetrical, and commercially reasonable.

Why This Matters After the Deal Closes

Many sellers assume risk ends at completion.

In reality, most SPA disputes arise months later, when:

• integration fails

• financials disappoint

• expectations diverge

That is when boilerplate clauses are activated.

If those clauses were never challenged, sellers find themselves defending claims they did not anticipate.

What a Proper SPA Review Should Achieve

I specialiZe in reviewing buyer-drafted SPAs to ensure:

• Obligations are balanced, not one-sided
• Termination rights are clearly defined and limited
• Indemnities are capped, scoped, and time-bound
• Hidden liabilities are identified before signing

An SPA review for sellers in Dubai is not about slowing deals down. It is about preventing value leakage after closing.

The Cost of Not Reviewing Properly

Skipping review does not save time.
It defers cost, and magnifies it.

Disputes.
Claims.
Escrow erosion.
Reputational damage.

All from clauses that were “standard”.

For tailored advice and support navigating these procedures, consulting with an experienced law firm in UAE like Economic Law Partners early in any transaction or restructuring process is essential. Early SPA review protects sellers from hidden liabilities, preserves deal value, and prevents disputes long after completion.

Shoeb Saher
M&A | Contracts | Corporate Advisory
Advising sellers to identify and address contractual pitfalls before signing.