IRAQ Law and Practice Contributed by: Ahmed Al-Janabi, MENA Associates in association with AMERELLER
6.4 Common Conditions for a Takeover Offer Iraqi law does not regulate takeovers. 6.5 Minimum Acceptance Conditions M&A in Iraq are primarily executed through a share transfer process rather than a tendering approach. As a result, the concept of a minimum accept - ance condition for tender offers does not apply in this jurisdiction. The process is governed by the Iraqi Companies Law, which outlines the procedures for share transfers without incorporating tender offer con - ditions. 6.6 Requirement to Obtain Financing Financing Conditions in Business Combinations Under Iraqi law, the full value of the shares in the target company must be paid in cash. No financing is permitted by law. Consequently, a business combination cannot be made conditional on the bidder obtaining financing. 6.7 Types of Deal Security Measures Enforcement of Share Transfers If the seller does not close and sign the share transfer after all conditions have been met, the buyer can seek a court judgment to enforce the transfer. Other Deal Security Measures Provisions such as break-up fees, match rights, force-the-vote provisions and non-solicitation clauses are not common practice under Iraqi law.
Interim Periods There have been no recent regulatory changes affecting the length of interim periods. 6.8 Additional Governance Rights Shareholding Influence Control is primarily determined by the percent - Bidders can negotiate for the right to appoint the company manager. The manager is key to operating and managing the company, and this appointment right can effectively enhance the bidder’s influence over the target. These additional governance rights allow a bid - der to increase its control over the target com - pany even without obtaining 100% ownership. 6.9 Voting by Proxy Permissibility Shareholders are allowed to vote by proxy in Iraq. Procedure A shareholder may nominate a person or a law - yer to vote and sign on their behalf through a legally issued power of attorney (POA). age of shares held by the bidder. Manager Appointment Rights This approach ensures that shareholders can participate in meetings and decisions even if they are unable to attend in person. 6.10 Squeeze-Out Mechanisms Squeeze-Out Mechanisms and Short-Form Mergers in Iraq No statutory provision Iraqi law does not regulate the tendering pro - cess, and therefore, no statutory mechanisms such as squeeze-out or short-form mergers exist.
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