Document background
The Investment And Shareholders Agreement is a crucial document used when a company is receiving investment from new investors while establishing the ongoing relationship between all shareholders. This agreement is particularly important in the Indonesian context, where it must navigate specific regulatory requirements including mandatory use of the Indonesian language alongside any foreign language version, compliance with the Indonesian Investment Law, and adherence to foreign ownership restrictions under the Negative Investment List. The document typically follows an investment term sheet and includes detailed provisions on corporate governance, share transfers, anti-dilution protection, and exit rights. It requires careful consideration of Indonesian corporate law principles, particularly regarding shareholder rights, board structures (including the unique dual board system with Board of Directors and Board of Commissioners), and corporate governance requirements. The agreement serves as the primary document governing the relationship between shareholders and protecting investor rights while ensuring compliance with Indonesian regulatory requirements.
