Share Purchase Agreement And Shareholders Agreement Template for Malaysia

This comprehensive legal document, governed by Malaysian law, combines a Share Purchase Agreement for the transfer of company shares with a Shareholders Agreement that regulates the ongoing relationship between shareholders. It complies with the Malaysian Companies Act 2016 and other relevant local regulations, providing a framework for both the transaction and future company governance. The document addresses share valuation, transfer mechanics, shareholder rights and obligations, company management structure, and dispute resolution mechanisms, all within the context of Malaysian corporate law requirements.

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What is a Share Purchase Agreement And Shareholders Agreement?

The Share Purchase Agreement And Shareholders Agreement is essential for businesses conducting share transfers while establishing long-term governance structures in Malaysia. This document is particularly relevant when existing shareholders are selling their stakes to new investors or when companies are restructuring their ownership. It must comply with Malaysian corporate law, including the Companies Act 2016 and Capital Markets and Services Act 2007. The agreement covers crucial aspects such as share valuation, transfer procedures, warranties, representations, shareholder rights, voting mechanisms, board composition, and dividend policies. It's commonly used in both private and public company transactions, though specific requirements may vary based on company size and industry sector. The document serves as both a transaction instrument and a governance framework, making it fundamental for corporate restructuring and investment activities in Malaysia.

What sections should be included in a Share Purchase Agreement And Shareholders Agreement?

1. Parties: Identification of all parties involved in the agreement, including sellers, purchasers, and the company

2. Background: Context of the transaction and existing company structure

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

4. Sale and Purchase of Shares: Core transaction terms including number of shares, purchase price, and payment terms

5. Conditions Precedent: Conditions that must be satisfied before completion of the share purchase

6. Completion: Details of when and how the transfer will be completed, including mechanics and documentation

7. Warranties and Representations: Statements of fact and assurances given by the sellers regarding the company and shares

8. Board Composition and Management: Structure and appointment rights for the board of directors

9. Shareholders Meetings and Voting Rights: Procedures for shareholder meetings and voting requirements

10. Transfer Restrictions: Limitations on share transfers and pre-emptive rights

11. Reserved Matters: Decisions requiring special majority or unanimous shareholder approval

12. Dividend Policy: Agreement on distribution of profits and dividend declarations

13. Confidentiality: Obligations regarding confidential information

14. Dispute Resolution: Procedures for resolving disputes between parties

15. Governing Law and Jurisdiction: Applicable law and courts having jurisdiction

What sections are optional to include in a Share Purchase Agreement And Shareholders Agreement?

1. Tag-Along and Drag-Along Rights: Rights allowing minority shareholders to join in sales (tag-along) or forcing them to sell (drag-along). Include when dealing with multiple shareholders with varying interests

2. Non-Competition and Non-Solicitation: Restrictions on competing activities and employee solicitation. Include when selling shareholders might compete with the business

3. Put and Call Options: Rights to force sale or purchase of shares under specific circumstances. Include when parties want exit mechanisms

4. Anti-Dilution Protection: Protection against share value dilution. Include when there are minority shareholders to protect

5. Intellectual Property Rights: Special provisions for IP ownership and licensing. Include when IP is crucial to the business

6. Employee Share Scheme: Provisions for employee share ownership. Include when employee participation is planned

7. Deadlock Resolution: Mechanisms to resolve shareholder deadlocks. Include when there are equal shareholdings

8. Foreign Investment Provisions: Specific provisions for foreign investors. Include when there are foreign shareholders

What schedules should be included in a Share Purchase Agreement And Shareholders Agreement?

1. Details of the Company: Company information including registration details, share capital structure, and existing shareholders

2. Share Transfer Form: Standard form for executing the share transfer

3. Warranties: Detailed list of warranties given by the sellers

4. Disclosure Letter: Exceptions and qualifications to the warranties

5. Reserved Matters List: Detailed list of matters requiring special approval

6. Deed of Adherence: Template for future shareholders to join the agreement

7. Company Business Plan: Current business plan and financial projections

8. Board Regulations: Detailed procedures for board meetings and decision-making

9. Completion Checklist: List of actions and documents required for 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

Jurisdiction

Malaysia

Publisher

Genie AI

Cost

Free to use
Relevant legal definitions
Clauses
Relevant Industries

Technology

Manufacturing

Real Estate

Financial Services

Retail

Healthcare

Professional Services

Energy

Transportation

Agriculture

Education

Construction

Telecommunications

Media and Entertainment

Relevant Teams

Legal

Finance

Corporate Development

Compliance

Risk Management

Executive Leadership

Corporate Secretariat

Investment

Business Development

Mergers & Acquisitions

Relevant Roles

Chief Executive Officer

Chief Financial Officer

Corporate Lawyer

Legal Counsel

Company Secretary

Investment Manager

Corporate Finance Director

Mergers & Acquisitions Director

Business Development Manager

Financial Controller

Board Director

Compliance Officer

Risk Manager

Investment Banker

Private Equity Manager

Corporate Advisory Manager

Due Diligence Specialist

Transaction Manager

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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