Company Acquisition Agreement Template for Indonesia

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Key Requirements PROMPT example:

Company Acquisition Agreement

"I need a Company Acquisition Agreement for purchasing a medium-sized Indonesian manufacturing company based in Jakarta, with a planned completion date of March 2025 and including specific provisions for retaining key management personnel."

Document background
The Company Acquisition Agreement is a crucial document used in mergers and acquisitions transactions in Indonesia when one company intends to acquire another through either a share purchase or asset purchase mechanism. This agreement must comply with Indonesian corporate law framework, particularly Law No. 40 of 2007 on Limited Liability Companies, investment regulations, and competition laws. It is essential for documenting the full terms of the transaction, including purchase price, payment terms, warranties, conditions precedent, and completion requirements. The agreement needs to address specific Indonesian regulatory considerations, such as foreign investment restrictions, mandatory government approvals, and sector-specific regulations. It typically requires input from various stakeholders and professional advisors to ensure comprehensive coverage of all legal, financial, and operational aspects of the acquisition while maintaining compliance with Indonesian legal requirements.
Suggested Sections

1. Parties: Identification of the buyer, seller, and any guarantors or other relevant parties

2. Background: Context of the transaction and brief description of the target company

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

4. Sale and Purchase: Core transaction terms including shares/assets being sold and purchase price

5. Purchase Price and Payment Terms: Detailed breakdown of consideration, payment mechanics, and any adjustments

6. Conditions Precedent: Prerequisites that must be satisfied before completion can occur

7. Pre-Completion Obligations: Parties' obligations between signing and completion, including conduct of business requirements

8. Completion: Mechanics of closing, including timing, location, and deliverables

9. Seller's Warranties: Representations and warranties regarding the target company and business

10. Buyer's Warranties: Representations and warranties from the buyer, including capacity to complete the transaction

11. Limitations on Liability: Scope and limitations of warranty claims and general liability

12. Post-Completion Obligations: Ongoing obligations after closing, including transition services if applicable

13. Confidentiality: Obligations regarding transaction and business information confidentiality

14. Non-Competition: Restrictions on seller's competitive activities post-completion

15. Tax Matters: Tax indemnities, allocations, and compliance requirements

16. Governing Law and Dispute Resolution: Choice of Indonesian law and dispute resolution mechanisms

17. General Provisions: Standard boilerplate clauses including notices, amendments, and severability

Optional Sections

1. Regulatory Compliance: Required when the transaction needs specific regulatory approvals (e.g., KPPU approval for large transactions)

2. Employee Matters: Detailed section needed when there are significant employment considerations or transfers

3. Property Rights: Required when real estate assets are a material part of the transaction

4. Intellectual Property: Detailed section needed when IP assets are significant to the business

5. Environmental Matters: Required for businesses with environmental impacts or liabilities

6. Foreign Investment Provisions: Required when the buyer is a foreign entity

7. Bank Financing: Required when the transaction involves external financing

8. Earn-out Provisions: Included when part of the purchase price is contingent on future performance

9. Share Retention: Required when there are continuing shareholders or management shareholders

10. Data Protection: Required when the business handles significant personal data

Suggested Schedules

1. Company Information: Details of the target company including corporate information and capital structure

2. Properties: List and details of all owned and leased properties

3. Material Contracts: Summary of key business contracts and agreements

4. Intellectual Property Rights: List of all IP rights owned or licensed by the company

5. Employee Information: Details of employees, benefits, and employment agreements

6. Financial Statements: Recent financial statements and management accounts

7. Completion Deliverables: List of documents and items to be delivered at completion

8. Warranted Financial Information: Financial information specifically warranted by the seller

9. Disclosed Matters: Disclosure against warranties and known issues

10. Form of Resignation Letters: Template resignation letters for outgoing directors

11. Form of Transfer Instruments: Templates for share transfer forms and other transfer documents

12. Regulatory Approvals: List of required governmental and regulatory approvals

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

Relevant legal definitions
Clauses
Relevant Industries

Manufacturing

Technology

Financial Services

Real Estate

Consumer Goods

Healthcare

Energy

Mining

Agriculture

Telecommunications

Retail

Transportation

Professional Services

Education

Construction

Media and Entertainment

Relevant Teams

Legal

Finance

Corporate Development

Mergers & Acquisitions

Strategy

Risk Management

Compliance

Tax

Corporate Secretariat

Business Development

Integration

Executive Leadership

Treasury

Operations

Relevant Roles

Chief Executive Officer

Chief Financial Officer

Managing Director

Corporate Development Director

Head of Mergers & Acquisitions

General Counsel

Legal Director

Corporate Secretary

Finance Director

Investment Manager

Business Development Director

Risk Management Officer

Compliance Officer

Tax Director

Integration Manager

Strategy Director

Board of Directors

Chief Operating Officer

Industries
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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Company Acquisition Agreement

An Indonesian law-governed agreement detailing the terms and conditions for acquiring a company, including purchase terms, warranties, and regulatory compliance requirements.

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