A Private Equity Shareholders Agreement is a fundamental document used when a private equity firm invests in a Malaysian company, establishing the framework for the relationship between the PE investor and existing shareholders. The agreement, governed by Malaysian law, particularly the Companies Act 2016 and relevant securities regulations, typically comes into play during significant investment rounds or company restructuring. It covers crucial aspects such as investment terms, governance rights, share transfer restrictions, exit mechanisms, and minority shareholder protections. The document is essential for protecting the interests of all parties involved and ensuring smooth operation of the business post-investment, while maintaining compliance with Malaysian regulatory requirements and market practices.
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1. Parties: Identifies all parties to the agreement, including the company, existing shareholders, and PE investors
2. Background: Sets out the context of the agreement, including company information and investment rationale
3. Definitions and Interpretation: Defines key terms and establishes rules for interpreting the agreement
4. Investment Terms: Details of the investment including subscription amount, share class, and payment terms
5. Completion: Conditions precedent, completion mechanics, and post-completion obligations
6. Corporate Governance: Board composition, appointment rights, voting requirements, and reserved matters
7. Shareholders Rights and Obligations: Key rights including voting, dividends, information rights, and pre-emptive rights
8. Share Transfer Restrictions: Limitations on transfer of shares, including lock-up period and transfer procedures
9. Exit Rights: Drag-along, tag-along rights, IPO provisions, and other exit mechanisms
10. Anti-dilution and Future Funding: Protection against dilution and provisions for future funding rounds
11. Confidentiality: Obligations regarding confidential information and company secrets
12. Non-Compete and Non-Solicit: Restrictions on competitive activities and employee solicitation
13. Event of Default: Circumstances constituting default and consequences thereof
14. Termination: Grounds for termination and consequences
15. General Provisions: Standard clauses including notices, governing law, and dispute resolution
1. Management Provisions: Detailed management structure and obligations - include when PE investor takes active management role
2. Employee Share Scheme: Terms of employee share ownership - include when company has/plans ESOP
3. Founder Provisions: Specific obligations and rights of founders - include when founders remain actively involved
4. Preferred Share Rights: Special rights attached to preferred shares - include when deal involves preferred share issuance
5. Foreign Investment Provisions: Compliance with foreign investment regulations - include for foreign PE investors
6. Joint Venture Provisions: Special provisions for JV structure - include when PE investment is structured as joint venture
7. Islamic Finance Compliance: Shariah-compliant provisions - include for Islamic PE investments
1. Share Capital and Shareholding Structure: Details of current and post-investment shareholding structure
2. Deed of Adherence: Template for new shareholders to join the agreement
3. Reserved Matters: Detailed list of matters requiring special approval
4. Business Plan: Initial business plan and financial projections
5. Warranties: Detailed warranties given by the company and existing shareholders
6. Company Information: Key company details including corporate information and assets
7. Board Regulations: Detailed procedures for board meetings and decision-making
8. Completion Obligations: Detailed list of completion deliverables and requirements
9. Tag and Drag Terms: Detailed mechanics for tag-along and drag-along rights
10. Valuation Principles: Agreed methods for company valuation in various scenarios
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