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Share Exchange Agreement

Share Exchange Agreement Template for India

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Key Requirements PROMPT example:

Share Exchange Agreement

"I need a Share Exchange Agreement for a technology startup in Bangalore exchanging 30% of its shares with a UK-based AI company, with completion planned for March 2025, including specific provisions for intellectual property rights and employee stock options."

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Document background
The Share Exchange Agreement is a crucial document in Indian corporate transactions, typically used in scenarios involving corporate restructuring, business combinations, or strategic investments. It provides a legally binding framework for companies to exchange shares instead of cash transactions, often used in mergers, acquisitions, or group reorganizations. The agreement must comply with various Indian regulations including the Companies Act 2013, SEBI regulations (for listed companies), Income Tax Act, and stamp duty laws. It contains detailed provisions about share valuation, exchange ratios, warranties, and completion procedures, while addressing regulatory requirements specific to Indian jurisdiction. This type of agreement is particularly important when companies wish to maintain their separate legal identities while changing their ownership structure through share swaps.
Suggested Sections

1. Parties: Identification of all parties involved in the share exchange, including company details and registration information

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

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

4. Share Exchange Terms: Details of shares being exchanged, including number, class, and exchange ratio

5. Consideration: Valuation details and terms of the share exchange, including any cash adjustments

6. Conditions Precedent: Conditions that must be satisfied before the share exchange can be completed

7. Completion Mechanics: Step-by-step process for executing the share exchange, including timing and documentation

8. Representations and Warranties: Statements of fact and assurances from each party about their authority, shares, and company status

9. Pre-Completion Covenants: Obligations of parties between signing and completion of the share exchange

10. Tax Matters: Allocation of tax liabilities and responsibilities related to the share exchange

11. Confidentiality: Obligations regarding confidential information shared during the transaction

12. Notices: Process and contact details for formal communications between parties

13. General Provisions: Standard legal provisions including governing law, jurisdiction, and entire agreement clause

Optional Sections

1. Foreign Investment Compliance: Required when transaction involves foreign parties, detailing FEMA compliance and RBI approvals

2. Competition Law Compliance: Needed when transaction size meets CCI thresholds, including competition clearance requirements

3. Regulatory Approvals: For listed companies or regulated sectors requiring specific regulatory clearances

4. Post-Completion Covenants: Special obligations after completion, such as non-compete or business integration requirements

5. Break Fee: Applicable when parties want to include termination penalties

6. Earn-out Provisions: When part of consideration is contingent on future performance

7. Employee Matters: Required when share exchange affects employee ownership or rights

8. Intellectual Property Rights: Necessary when IP forms significant value in the share exchange

Suggested Schedules

1. Share Details Schedule: Detailed description of shares being exchanged, including share certificates numbers and shareholding history

2. Company Information: Detailed corporate information of all companies involved, including registration details and corporate structure

3. Warranties Schedule: Comprehensive list of warranties given by each party

4. Encumbrances Schedule: List of any existing encumbrances on the shares being exchanged

5. Completion Checklist: Detailed list of actions and documents required for completion

6. Board Resolutions: Format of board resolutions required from each party

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

8. Valuation Report: Summary or full valuation report justifying the exchange ratio

9. Tax Indemnities: Detailed provisions regarding tax indemnities and procedures

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
Board
Business Day
Completion
Completion Date
Conditions Precedent
Confidential Information
Consideration
Encumbrance
Exchange Ratio
Fair Market Value
Financial Statements
Financial Year
FEMA
Governmental Authority
INR
Long Stop Date
Material Adverse Effect
New Shares
Ordinary Course of Business
Parties
RBI
Registrar of Companies
Related Party
Representatives
SEBI
Share Capital
Share Certificates
Shareholders
Shares
Stamp Duty
Subsidiaries
Tax
Transaction
Transfer
Valuation Report
Warranties
Working Hours
Clauses
Interpretation
Share Exchange
Consideration
Conditions Precedent
Completion
Pre-Completion Obligations
Post-Completion Obligations
Representations and Warranties
Tax Covenants
Indemnification
Confidentiality
Non-Competition
Force Majeure
Termination
Governing Law
Dispute Resolution
Notices
Assignment
Entire Agreement
Severability
Amendment
Waiver
Further Assurance
Costs and Expenses
Regulatory Compliance
Third Party Rights
Authority and Capacity
Share Rights
Encumbrances
Business Operations
Employee Matters
Intellectual Property
Data Protection
Counterparts
Relevant Industries

Technology

Manufacturing

Financial Services

Healthcare

Real Estate

Retail

Energy

Infrastructure

Telecommunications

Professional Services

Media and Entertainment

Pharmaceuticals

Automotive

Consumer Goods

Relevant Teams

Legal

Finance

Corporate Development

Mergers & Acquisitions

Compliance

Risk Management

Corporate Secretarial

Board of Directors

Executive Management

Investment Banking

Tax

Relevant Roles

Chief Executive Officer

Chief Financial Officer

Company Secretary

Legal Counsel

Corporate Lawyer

Investment Banker

Financial Controller

Compliance Officer

M&A Director

Corporate Development Manager

Business Development Director

Finance Director

Risk Manager

Board Director

Managing Director

Equity Partner

Industries
Companies Act, 2013: Primary legislation governing company operations, share capital, and transfer of shares in India. Sections 56 and 58 specifically deal with transfer and transmission of securities.
Securities Contracts (Regulation) Act, 1956: Regulates securities transactions and stock exchanges. Relevant for listed companies' share transfers and exchange mechanisms.
Income Tax Act, 1961: Governs the tax implications of share exchanges, particularly sections 47 and 49 dealing with tax treatment of share swaps and capital gains.
Indian Stamp Act, 1899: Determines the stamp duty payable on share transfer instruments. Different states may have different stamp duty rates.
Foreign Exchange Management Act (FEMA), 1999: Relevant if the share exchange involves foreign parties, regulating cross-border share transactions and foreign investment in Indian companies.
Securities and Exchange Board of India Act, 1992: Relevant for listed companies, governing disclosure requirements and investor protection in share transactions.
Competition Act, 2002: May be applicable if the share exchange results in a combination requiring Competition Commission approval based on prescribed thresholds.
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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