Securities Purchase Agreement for Malaysia

Securities Purchase Agreement Template for Malaysia

A comprehensive legal agreement governed by Malaysian law that documents the terms and conditions for the purchase and sale of securities, including shares, bonds, or other financial instruments. The agreement complies with Malaysian securities regulations, particularly the Capital Markets and Services Act 2007, and includes detailed provisions on purchase price, representations and warranties, conditions precedent, and closing requirements. It addresses regulatory compliance requirements specific to the Malaysian market, including necessary approvals from the Securities Commission Malaysia and, where applicable, Bank Negara Malaysia for foreign investments.

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What is a Securities Purchase Agreement?

The Securities Purchase Agreement is a crucial document used in Malaysian securities transactions to formalize the sale and purchase of securities between parties. It is essential for both private and public company transactions, providing a legally binding framework that ensures compliance with Malaysian securities laws, particularly the Capital Markets and Services Act 2007. The agreement typically includes detailed terms about the securities being transferred, purchase price, payment mechanisms, representations and warranties, and closing conditions. It must account for specific Malaysian regulatory requirements, including necessary approvals from the Securities Commission Malaysia and, where relevant, Bank Negara Malaysia for foreign investments. This document is particularly important in the context of Malaysian corporate transactions as it helps ensure regulatory compliance while protecting the interests of both buyers and sellers in the securities transfer process.

What sections should be included in a Securities Purchase Agreement?

1. Parties: Identification of the seller(s) and purchaser(s) with complete legal names and addresses

2. Background: Context of the transaction, including description of the securities being sold and company overview

3. Definitions: Definitions of key terms used throughout the agreement

4. Sale and Purchase of Securities: Core transaction terms including number of securities, price, and payment terms

5. Closing: Timing and mechanics of the closing, including delivery of securities and payment

6. Conditions Precedent: Conditions that must be satisfied before closing, including regulatory approvals

7. Seller's Representations and Warranties: Seller's statements about the securities, company, and authority to sell

8. Purchaser's Representations and Warranties: Purchaser's statements about authority to purchase and compliance with laws

9. Covenants: Pre-closing and post-closing obligations of the parties

10. Regulatory Compliance: Compliance with Malaysian securities laws and regulations

11. Indemnification: Rights and obligations regarding compensation for losses

12. Termination: Circumstances under which the agreement can be terminated

13. Governing Law and Jurisdiction: Malaysian law as governing law and jurisdiction for disputes

14. Notices: How formal notices between parties should be given

15. General Provisions: Standard boilerplate provisions including amendments, assignment, and severability

What sections are optional to include in a Securities Purchase Agreement?

1. Tag-Along Rights: Used when minority shareholders need protection to join in sale of majority stake

2. Drag-Along Rights: Used when majority shareholders want right to force minority to join in sale

3. Foreign Investment Provisions: Required when purchaser is a foreign investor, addressing compliance with foreign ownership restrictions

4. Bank Negara Malaysia Approval: Required for transactions involving significant foreign exchange or strategic industries

5. Right of First Refusal: Optional protection giving existing shareholders first right to purchase shares being sold

6. Board Representation: Used when purchase includes rights to board seats

7. Non-Competition: Used when seller is required to agree to non-compete restrictions

8. Earn-Out Provisions: Used when part of purchase price is contingent on future performance

What schedules should be included in a Securities Purchase Agreement?

1. Schedule of Securities: Detailed description of securities being sold including class, number, and certificate numbers

2. Disclosure Schedule: Exceptions and qualifications to representations and warranties

3. Corporate Documents: Key corporate documents including constitution, shareholders' agreements

4. Required Consents: List of third-party and regulatory consents needed for closing

5. Encumbrances: List of any existing encumbrances on the securities

6. Form of Share Transfer: Template for share transfer documentation

7. Closing Checklist: List of all documents and actions required for closing

8. Purchase Price Calculation: Detailed calculation of purchase price if complex formula used

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

Jurisdiction

Malaysia

Publisher

Genie AI

Document Type

Purchase Agreement

Cost

Free to use
Relevant legal definitions
Clauses
Relevant Industries

Financial Services

Banking

Investment Management

Technology

Manufacturing

Real Estate

Healthcare

Energy

Telecommunications

Consumer Goods

Industrial

Mining

Agriculture

Education

Transportation

Relevant Teams

Legal

Finance

Compliance

Corporate Secretarial

Investment

Treasury

Risk Management

Corporate Development

Mergers & Acquisitions

Regulatory Affairs

Relevant Roles

Chief Executive Officer

Chief Financial Officer

Legal Counsel

Corporate Secretary

Investment Manager

Finance Director

Compliance Officer

Investment Banker

Private Equity Manager

Fund Manager

Corporate Finance Manager

Legal Director

Risk Manager

M&A Director

Treasury Manager

Portfolio Manager

Securities Analyst

Regulatory Affairs Director

Industries
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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