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Private Equity Agreement

Private Equity Agreement Template for Hong Kong

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Key Requirements PROMPT example:

Private Equity Agreement

"I need a Private Equity Agreement for a Series B investment of USD 50 million into a Hong Kong-based technology company, with specific provisions for founder retention and technology transfer restrictions, targeting completion by March 2025."

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Document background
Private Equity Agreements are essential documents used in Hong Kong's vibrant financial market when a private equity firm makes a significant investment in a target company. These agreements, governed by Hong Kong law, combine international PE practices with local regulatory requirements, making them particularly suitable for deals in Asia-Pacific markets. The document typically includes detailed provisions on investment terms, corporate governance, shareholder rights, and exit mechanisms, while ensuring compliance with Hong Kong's sophisticated legal framework, including the Securities and Futures Ordinance and Companies Ordinance. It's particularly relevant for medium to large-scale investments where investors seek significant control rights and clear exit pathways.
Suggested Sections

1. Parties: Identification of all parties to the agreement including the PE firm, target company, and any other relevant stakeholders

2. Background: Context of the transaction, including company history and investment rationale

3. Definitions and Interpretation: Comprehensive definitions of terms used throughout the agreement and rules of interpretation

4. Investment Terms: Details of the investment amount, valuation, and securities to be issued

5. Completion Mechanics: Process and conditions for closing the investment, including conditions precedent

6. Warranties and Representations: Statements of fact and assurances from the company and founders

7. Covenants: Ongoing obligations of the parties, including positive and negative covenants

8. Board Rights and Corporate Governance: Board composition, voting rights, and decision-making processes

9. Information and Inspection Rights: Investor's rights to company information and financial reports

10. Transfer Restrictions: Limitations on share transfers and ownership changes

11. Exit Rights: Provisions for IPO, trade sale, drag-along and tag-along rights

12. Events of Default: Circumstances constituting default and consequences

13. Confidentiality: Protection of confidential information and trade secrets

14. Dispute Resolution: Procedures for resolving disputes, including jurisdiction and governing law

15. General Provisions: Boilerplate clauses including notices, amendments, and severability

Optional Sections

1. Anti-Dilution Protection: Protection against future down rounds, used when investors require specific price protection

2. ESOP Provisions: Details of employee stock option plan, included when the company has or plans to implement an ESOP

3. Founder Vesting: Vesting schedule for founder shares, used when investors require founder retention mechanisms

4. Strategic Cooperation: Terms for business cooperation between investor and company, included for strategic investors

5. Environmental and Social Compliance: ESG requirements, included when investors have specific ESG policies

6. Competition and Non-Solicitation: Non-compete and non-solicitation obligations, used when required for business protection

7. Intellectual Property Rights: Detailed IP provisions, important for technology or IP-heavy companies

8. Multiple Closing Provisions: For deals with multiple investment tranches or closings

Suggested Schedules

1. Capitalization Table: Pre and post-investment shareholding structure

2. Warranties: Detailed list of company and founder warranties

3. Completion Obligations: Detailed list of closing deliverables and requirements

4. Reserved Matters: List of actions requiring investor approval

5. Key Performance Indicators: Specific performance metrics and targets

6. Form of Employment Agreements: Template agreements for key employees

7. Corporate Information: Company details, directors, and corporate structure

8. Intellectual Property: List of company's IP assets and registrations

9. Material Contracts: List of important business contracts

10. Financial Statements: Historical financial statements and projections

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

Linkedin in social icon imageX social icon image
alex.den.21@genieai.co
Relevant legal definitions
Affiliate
Agreement
Anti-Dilution Rights
Articles of Association
Board
Business Day
Business Plan
Completion
Completion Date
Conditions Precedent
Confidential Information
Consideration
Control
Deed of Adherence
Directors
Disclosed
Disclosure Letter
Drag-Along Rights
Encumbrance
Event of Default
Exit Event
Fair Market Value
Financial Year
First Completion
Fully Diluted Basis
Group
Group Company
HKD
HKIAC
Holding Company
Hong Kong
Independent Valuer
Investment Amount
IPO
Key Employees
Key Performance Indicators
Limited Partners
Liquidation Event
Liquidation Preference
Material Adverse Change
Material Contracts
New Securities
Ordinary Shares
Parties
Permitted Transferee
Pre-emptive Rights
Preferred Shares
Pro Rata Share
Purchase Price
Qualified IPO
Related Party Transaction
Reserved Matters
Restricted Business
Right of First Refusal
Securities
Series A Shares
Shareholders
Shareholders' Agreement
Subsidiary
Tag-Along Rights
Target Company
Territory
Third Party
Transaction Documents
Transfer
USD
Valuation
Warranties
Clauses
Investment Terms
Share Purchase
Share Subscription
Conditions Precedent
Completion
Warranties and Representations
Board Composition
Reserved Matters
Information Rights
Pre-emptive Rights
Anti-dilution
Transfer Restrictions
Tag-Along Rights
Drag-Along Rights
Put Option
Call Option
IPO Rights
Liquidation Preference
Non-Competition
Non-Solicitation
Confidentiality
Intellectual Property
Employee Matters
Corporate Governance
Dividend Rights
Reporting Requirements
Compliance
Default
Termination
Exit Rights
Force Majeure
Assignment
Indemnification
Dispute Resolution
Governing Law
Notices
Amendment
Severability
Entire Agreement
Costs and Expenses
Relevant Industries

Technology

Healthcare

Financial Services

Real Estate

Manufacturing

Consumer Goods

E-commerce

Education

Infrastructure

Renewable Energy

Media and Entertainment

Biotechnology

Professional Services

Logistics

Retail

Relevant Teams

Legal

Finance

Investment

Compliance

Corporate Development

Strategy

Operations

Risk Management

Corporate Secretarial

Due Diligence

Portfolio Management

Relevant Roles

Investment Director

Chief Executive Officer

Chief Financial Officer

General Counsel

Investment Manager

Corporate Lawyer

Fund Manager

Managing Partner

Deal Partner

Investment Associate

Legal Counsel

Company Secretary

Chief Operating Officer

Compliance Officer

Director of Strategy

Portfolio Manager

Industries
Securities and Futures Ordinance (Cap. 571): Primary legislation regulating securities, futures, and fund management activities in Hong Kong. Covers licensing requirements, offering of investments, and investor protection.
Companies Ordinance (Cap. 622): Governs company formation, operation, and management in Hong Kong. Relevant for corporate structure, shares issuance, and shareholders' rights.
Limited Partnership Fund Ordinance: Specific legislation for private equity and venture capital funds, providing legal framework for fund establishment and operation.
Anti-Money Laundering and Counter-Terrorist Financing Ordinance (Cap. 615): Mandates due diligence and reporting requirements for financial transactions and investments.
Contracts Ordinance (Cap. 23): Basic contract law principles governing formation and enforcement of agreements in Hong Kong.
Inland Revenue Ordinance (Cap. 112): Covers tax implications for PE investments, including profits tax and stamp duty considerations.
Competition Ordinance (Cap. 619): Relevant for merger control and anti-competitive behavior in PE transactions.
Personal Data (Privacy) Ordinance (Cap. 486): Governs the collection and handling of personal data in business transactions.
Trustee Ordinance (Cap. 29): Relevant for trust structures often used in PE fund setups and management.
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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