Private Equity Shareholders Agreement for Malta
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Private Equity Shareholders Agreement
"I need a Private Equity Shareholders Agreement under Maltese law for a majority investment (65% stake) in a technology company, with specific provisions for founder vesting and a planned IPO exit by March 2025."
Your data doesn't train Genie's AI
You keep IP ownership of your information
1. Parties: Identification of all shareholders, including the PE investor(s) and other shareholders, with full legal names and addresses
2. Background: Context of the investment, company information, and purpose of the agreement
3. Definitions and Interpretation: Detailed definitions of terms used throughout the agreement and interpretation rules
4. Completion and Capital Structure: Details of the investment completion, share classes, and capital structure post-investment
5. Board Composition and Governance: Board structure, appointment rights, voting mechanisms, and corporate governance requirements
6. Reserved Matters: List of decisions requiring special approval from the PE investor
7. Information Rights: PE investor's rights to financial and operational information, including reporting requirements
8. Share Transfer Restrictions: Limitations on share transfers, including lock-up periods and transfer approval requirements
9. Exit Rights: Provisions regarding exit mechanisms, including drag-along and tag-along rights
10. Anti-dilution Protection: Protections for maintaining the PE investor's percentage ownership
11. Dividends and Distribution Policy: Rules governing dividend declarations and profit distributions
12. Confidentiality: Obligations regarding confidential information and trade secrets
13. Non-Compete and Non-Solicitation: Restrictions on competitive activities and employee solicitation
14. Representations and Warranties: Standard representations and warranties from all parties
15. Term and Termination: Duration of the agreement and circumstances for termination
16. Dispute Resolution: Procedures for resolving disputes, including jurisdiction and governing law
17. General Provisions: Standard boilerplate clauses including notices, amendments, and severability
1. Management Incentive Plan: Details of any management equity participation scheme, used when management incentivization is part of the deal structure
2. Preference Share Rights: Specific rights attached to preference shares, included when the investment includes preferred equity
3. Strategic Committee: Constitution and powers of any strategic committee, used in larger investments requiring additional oversight
4. Environmental, Social and Governance (ESG): ESG requirements and reporting, included when the PE investor has specific ESG policies
5. AIFMD Compliance: Specific provisions for compliance with AIFMD, required when the PE fund falls under AIFMD regulations
6. Co-Investment Rights: Terms for co-investment opportunities, included when future co-investment is contemplated
7. Founder Vesting: Vesting provisions for founder shares, used when founders are required to earn their equity over time
1. Schedule 1: Company Information: Detailed corporate information including share capital, directors, and material contracts
2. Schedule 2: Completion Requirements: Detailed list of conditions precedent and completion deliverables
3. Schedule 3: Reserved Matters List: Comprehensive list of matters requiring PE investor approval
4. Schedule 4: Business Plan: Initial business plan and key performance indicators
5. Schedule 5: Form of Deed of Adherence: Template for new shareholders joining the agreement
6. Schedule 6: Anti-corruption and Sanctions Compliance: Detailed compliance requirements and procedures
7. Schedule 7: Reporting Requirements: Detailed financial and operational reporting templates and timelines
8. Schedule 8: Tag and Drag Procedures: Detailed procedures for implementing tag-along and drag-along rights
9. Appendix A: Initial Cap Table: Post-investment capitalization table showing all shareholdings
10. Appendix B: Key Management Positions: List of key management positions and initial holders
Authors
Annual Budget
Articles of Association
Board
Business
Business Day
Business Plan
Completion
Completion Date
Confidential Information
Control
Deed of Adherence
Directors
Drag Along Notice
Drag Along Right
Encumbrance
Exit
Exit Event
Fair Market Value
Financial Year
Group
Holding Company
Independent Expert
Investment Amount
IPO
Key Management
Management Shareholders
Material Adverse Change
MFSA
New Securities
Ordinary Shares
PE Investor
Permitted Transfer
Preference Shares
Pre-emption Rights
Qualified IPO
Related Party Transaction
Reserved Matters
Restricted Territory
Sale
Shareholders
Shares
Subsidiary
Tag Along Notice
Tag Along Right
Transfer
Transferee
Transferor
Valuation
Voting Rights
Working Capital
Share Capital and Structure
Completion
Board Composition
Board Meetings
Shareholder Meetings
Reserved Matters
Management
Business Plan
Information Rights
Share Transfer Restrictions
Pre-emption Rights
Tag-Along Rights
Drag-Along Rights
Put Option
Call Option
Anti-dilution
Exit Rights
IPO Rights
Dividend Policy
Confidentiality
Non-Competition
Non-Solicitation
Representations and Warranties
Covenants
Default
Remedies
Indemnification
Assignment
Termination
Governing Law
Dispute Resolution
Notices
Amendment
Severability
Entire Agreement
Force Majeure
Costs
Third Party Rights
Further Assurance
Financial Services
Technology
Healthcare
Manufacturing
Real Estate
Retail
E-commerce
Gaming and iGaming
Maritime
Professional Services
Energy
Telecommunications
Hospitality and Tourism
Biotechnology
Software and IT
Legal
Finance
Compliance
Corporate Development
Investment
Risk Management
Board of Directors
Executive Management
Corporate Secretariat
Due Diligence
Business Development
Strategic Planning
Chief Executive Officer
Chief Financial Officer
General Counsel
Investment Director
Corporate Lawyer
Private Equity Partner
Investment Manager
Portfolio Manager
Company Secretary
Compliance Officer
Board Director
Managing Director
Investment Analyst
Legal Counsel
Corporate Development Manager
Risk Manager
Due Diligence Manager
Transaction Manager
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