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Share For Share Exchange Agreement

Share For Share Exchange Agreement Template for Indonesia

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Key Requirements PROMPT example:

Share For Share Exchange Agreement

"I need a Share for Share Exchange Agreement for a transaction between two Indonesian private limited companies in the technology sector, where Company A will exchange 60% of its shares for newly issued shares in Company B, with completion planned for March 2025."

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Document background
The Share For Share Exchange Agreement is a crucial document in Indonesian corporate transactions, typically used in corporate restructurings, mergers and acquisitions, or strategic consolidations. This agreement is essential when companies wish to exchange ownership interests without cash consideration, particularly in scenarios involving group reorganizations or strategic partnerships. The document must comply with Indonesian Company Law (Law No. 40 of 2007), capital market regulations if public companies are involved, and various regulatory requirements including OJK regulations. It contains detailed provisions covering share valuation, exchange mechanisms, conditions precedent, warranties, and completion procedures, while addressing specific Indonesian legal requirements such as notarial deeds and regulatory approvals. The agreement is particularly important in situations requiring corporate restructuring while maintaining business continuity and minimizing cash transactions.
Suggested Sections

1. Parties: Identification of the exchanging parties and their corporate details

2. Background: Context of the transaction, including brief description of both companies and purpose of the share exchange

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

4. Share Exchange: Core transaction terms including exchange ratio, number of shares, and mechanics of the exchange

5. Conditions Precedent: Prerequisites that must be satisfied before the share exchange can complete

6. Completion: Specific actions to be taken at completion, timing, and completion mechanics

7. Representations and Warranties: Standard and specific warranties about the shares, companies, and their businesses

8. Pre-Completion Obligations: Obligations of parties between signing and completion, including conduct of business restrictions

9. Termination: Circumstances under which the agreement can be terminated and consequences

10. Confidentiality: Obligations regarding confidential information and announcements

11. Costs and Expenses: Allocation of transaction costs and expenses

12. Notices: Process and requirements for formal communications between parties

13. General Provisions: Standard boilerplate clauses including governing law, jurisdiction, and entire agreement

14. Execution: Signature blocks and execution formalities

Optional Sections

1. Tax Provisions: Include when specific tax structuring or indemnities are required

2. Regulatory Compliance: Include when transaction requires specific regulatory approvals or compliance measures

3. Employee Matters: Include when the exchange affects employment arrangements or requires specific employee-related provisions

4. Intellectual Property: Include when IP transfers or licenses are part of the transaction

5. Non-Competition: Include when restrictions on future business activities are required

6. Break Fee: Include when parties agree to compensation if transaction fails under specific circumstances

7. Foreign Investment Provisions: Include when transaction involves foreign ownership considerations

8. Transition Services: Include when post-completion operational support is required

Suggested Schedules

1. Share Details: Details of shares being exchanged, including share certificates and shareholder information

2. Company Information: Corporate information, including registration details and capital structure

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

4. Warranties: Detailed warranties and any specific disclosures against warranties

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

6. Material Contracts: List of important contracts affecting the transaction

7. Intellectual Property Rights: Details of IP rights owned or licensed by each company

8. Required Consents: List of third-party and regulatory consents required

9. Form of Transfer Documents: Pro forma transfer instruments and corporate resolutions

10. Completion Statement Format: Template for financial statements required at completion

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
Agreement
Applicable Law
BAPEPAM-LK
Board of Directors
Board of Commissioners
Business Day
Completion
Completion Date
Conditions Precedent
Consideration Shares
Deed of Transfer
Disclosed
Disclosure Letter
Effective Date
Encumbrance
Exchange Ratio
Existing Shares
Financial Statements
Financial Year
General Meeting of Shareholders
Group
IDX
Independent Valuer
Indonesian GAAP
Material Adverse Change
Material Contract
New Shares
Notarial Deed
OJK
Ordinary Shares
Parties
Permitted Encumbrance
Related Party
Relevant Authority
Representatives
RUPS
Share Certificates
Shareholders
Shares
Subsidiary
Tax
Transaction Documents
Transfer Date
Transferred Shares
Warranties
Working Hours
Clauses
Interpretation
Definitions
Share Exchange
Exchange Ratio
Consideration
Conditions Precedent
Completion
Pre-Completion Obligations
Completion Obligations
Post-Completion Obligations
Representations and Warranties
Company Warranties
Tax Warranties
Indemnification
Confidentiality
Announcements
Non-Competition
Non-Solicitation
Corporate Governance
Regulatory Compliance
Transfer Restrictions
Tag-Along Rights
Drag-Along Rights
Board Composition
Shareholder Rights
Dispute Resolution
Force Majeure
Term and Termination
Break Fee
Costs and Expenses
Notices
Assignment
Amendments
Waiver
Severability
Further Assurance
Entire Agreement
Governing Law
Jurisdiction
Relevant Industries

Financial Services

Technology

Manufacturing

Real Estate

Energy

Mining

Healthcare

Retail

Telecommunications

Professional Services

Agriculture

Infrastructure

Education

Transportation

Media and Entertainment

Relevant Teams

Legal

Finance

Corporate Development

Strategy

Compliance

Risk Management

Corporate Secretariat

Treasury

Tax

Internal Audit

Board Secretariat

Investor Relations

Relevant Roles

Chief Executive Officer

Chief Financial Officer

General Counsel

Corporate Secretary

Head of Legal

Head of Corporate Development

Head of Strategy

M&A Director

Investment Director

Financial Controller

Compliance Officer

Legal Counsel

Board Director

Company Secretary

Risk Manager

Corporate Finance Manager

Industries
Law No. 40 of 2007 on Limited Liability Companies (Company Law): The fundamental law governing corporate actions in Indonesia, including share transfers, shareholder rights, and corporate approvals required for share exchanges
Law No. 8 of 1995 on Capital Markets: Regulates capital market activities, including share valuations, public company requirements, and disclosure obligations in share exchange transactions
Indonesian Civil Code (Kitab Undang-undang Hukum Perdata): Provides the basic framework for contract law, including requirements for valid agreements, rights and obligations of parties, and contract enforcement
Law No. 25 of 2007 on Investment: Regulates foreign and domestic investment, including restrictions on foreign ownership in certain business sectors that might affect share exchanges
Government Regulation No. 27 of 1998 on Merger, Consolidation and Acquisition: Provides specific regulations regarding corporate restructuring, including share exchange procedures and requirements
OJK Regulation No. 74/POJK.04/2016: Financial Services Authority regulation on mergers and acquisitions of public companies, including share exchange mechanisms and disclosure requirements
Law No. 7 of 1983 on Income Tax (as amended): Governs the tax implications of share exchanges, including potential capital gains tax and tax-free restructuring provisions
BAPEPAM Rule No. IX.E.1: Regulates affiliated party transactions and conflicts of interest in certain transactions, which may apply to share exchange agreements
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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