Equity Buyout Agreement Template for Indonesia

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Key Requirements PROMPT example:

Equity Buyout Agreement

"I need an Equity Buyout Agreement for the acquisition of a 75% stake in an Indonesian manufacturing company by a Singapore-based buyer, with completion planned for March 2025, including specific provisions for foreign investment approval and technology transfer requirements."

Document background
The Equity Buyout Agreement serves as the primary transaction document for share acquisitions in Indonesia, whether for partial or complete ownership transfers. It is essential for mergers and acquisitions, corporate restructurings, and investment exits, requiring careful consideration of Indonesia's complex regulatory framework, including Law No. 40 of 2007 on Limited Liability Companies and Law No. 25 of 2007 on Investment. The document must address specific requirements for foreign investment restrictions, mandatory government approvals, and sector-specific regulations. This agreement is particularly crucial in Indonesia's growing market, where increasing cross-border transactions and domestic consolidations require robust legal documentation that addresses both commercial and regulatory aspects of share transfers.
Suggested Sections

1. Parties: Identification of the seller(s), buyer(s), and the target company, including their complete legal names, registration numbers, and addresses as required under Indonesian law

2. Background: Context of the transaction, current shareholding structure, and purpose of the agreement

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

4. Sale and Purchase of Shares: Core transaction terms including number of shares, price per share, and total consideration

5. Purchase Price and Payment: Payment terms, method of payment, and any adjustments to the purchase price

6. Conditions Precedent: Prerequisites that must be fulfilled before completion, including regulatory approvals and corporate authorizations

7. Pre-Completion Obligations: Obligations of both parties between signing and completion, including conduct of business requirements

8. Completion: Details of the completion process, including timing, location, and actions required at completion

9. Seller's Warranties: Representations and warranties given by the seller regarding the shares and the target company

10. Buyer's Warranties: Representations and warranties given by the buyer, including capacity to purchase

11. Tax Matters: Allocation of tax liabilities and responsibilities for tax filings

12. Confidentiality: Obligations regarding confidential information and announcements

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

14. Miscellaneous: Standard boilerplate provisions including notices, amendments, and severability

Optional Sections

1. Foreign Investment Provisions: Required when the buyer is a foreign entity, addressing compliance with Indonesian foreign investment laws

2. Regulatory Compliance: Required for regulated industries such as banking, insurance, or mining

3. Employee Matters: Included when there are specific arrangements regarding key employees or employment issues

4. Non-Competition: Required when the seller needs to be restricted from competing post-completion

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

6. Break Fee: Optional provisions for payment if the transaction fails to complete

7. Transitional Services: Required when the seller will provide continued services post-completion

8. Bank Guarantee/Security: Included when payment security or guarantees are required

Suggested Schedules

1. Details of the Shares: Complete description of the shares being transferred, including share certificates numbers and shareholding history

2. Company Information: Details of the target company, including corporate documentation and licenses

3. Completion Requirements: Detailed list of documents and actions required at completion

4. Warranties: Detailed warranties relating to the company, its business, and assets

5. Properties and Assets: List of material assets and properties owned by the target company

6. Material Contracts: Summary of key contracts and obligations of the target company

7. Intellectual Property: Schedule of IP rights owned or used by the target company

8. Form of Resignation Letters: Template resignation letters for outgoing directors/commissioners

9. Form of Transfer Instruments: Required share transfer forms and corporate approvals under Indonesian law

10. Disclosed Matters: Specific disclosures against the warranties

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

Mining and Resources

Real Estate

Retail and Consumer

Healthcare

Agriculture

Infrastructure

Transportation and Logistics

Energy

Telecommunications

Education

Hospitality

Relevant Teams

Legal

Finance

Corporate Development

Mergers & Acquisitions

Investment

Compliance

Risk Management

Tax

Strategy

Corporate Secretariat

Relevant Roles

Chief Executive Officer

Chief Financial Officer

Chief Legal Officer

Corporate Secretary

Managing Director

Investment Director

Legal Director

Finance Director

Mergers & Acquisitions Director

Corporate Development Manager

Investment Manager

Legal Counsel

Financial Controller

Business Development Director

Risk Manager

Compliance 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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