Security Sharing Agreement Template for Philippines

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Key Requirements PROMPT example:

Security Sharing Agreement

"I need a Security Sharing Agreement under Philippine law for a joint venture between three tech startups, where we'll be sharing ownership of securities in a newly developed AI software company, with specific provisions for voting rights and technology transfer restrictions."

Document background
The Security Sharing Agreement is a crucial document used in the Philippine financial and corporate sectors when multiple parties need to establish a formal arrangement for sharing securities ownership and associated rights. This agreement becomes necessary in various scenarios, including joint investments, corporate restructuring, or collaborative ownership arrangements. The document must comply with the Philippine Securities Regulation Code and related regulations, ensuring proper documentation of ownership percentages, voting rights, dividend distributions, and transfer mechanisms. A Security Sharing Agreement typically includes detailed provisions about regulatory compliance, risk allocation, confidentiality measures, and dispute resolution procedures specific to the Philippine jurisdiction. It's particularly important in situations involving multiple shareholders, investment groups, or when establishing complex security holding structures that require clear documentation of rights and obligations under Philippine law.
Suggested Sections

1. Parties: Identification of all parties to the agreement, including their legal names, addresses, and registration details

2. Background: Context of the agreement, relationship between parties, and purpose of the security sharing arrangement

3. Definitions: Detailed definitions of key terms used throughout the agreement, including types of securities, sharing mechanisms, and regulatory terms

4. Securities Description: Detailed description of the securities subject to the sharing arrangement

5. Sharing Structure: Mechanisms and procedures for sharing securities, including allocation percentages and transfer methods

6. Rights and Obligations: Specific rights and obligations of each party regarding the shared securities

7. Regulatory Compliance: Provisions ensuring compliance with Philippine securities laws and regulations

8. Representations and Warranties: Standard and specific representations and warranties from each party

9. Confidentiality: Provisions protecting confidential information and trade secrets

10. Term and Termination: Duration of the agreement and circumstances for termination

11. Governing Law and Jurisdiction: Specification of Philippine law as governing law and jurisdiction details

12. Dispute Resolution: Procedures for resolving disputes, including mediation and arbitration provisions

13. Miscellaneous: Standard boilerplate provisions including notices, amendments, and severability

Optional Sections

1. Security Interest: Required when the sharing arrangement involves creation of security interests over the securities

2. Voting Rights: Needed when the agreement includes provisions about exercising voting rights attached to the securities

3. Dividend Distribution: Include when addressing the distribution of dividends or other benefits from the securities

4. Transfer Restrictions: Required when parties wish to impose restrictions on transferring their shares to third parties

5. Tag-Along Rights: Include when minority shareholders need protection through tag-along rights

6. Drag-Along Rights: Include when majority shareholders need the ability to force minority shareholders to join in the sale of securities

7. Anti-Dilution Provisions: Required when protecting parties against dilution of their security interests

8. Right of First Refusal: Include when parties want priority rights to purchase securities before they can be offered to third parties

Suggested Schedules

1. Schedule 1 - Securities Details: Detailed description of all securities covered by the agreement, including certificate numbers and registration details

2. Schedule 2 - Sharing Percentages: Detailed breakdown of sharing ratios and allocation percentages

3. Schedule 3 - Transfer Procedures: Step-by-step procedures for executing transfers of securities

4. Schedule 4 - Required Notices and Forms: Templates for required notices and standard forms for security transfers

5. Schedule 5 - Regulatory Compliance Checklist: Checklist of regulatory requirements and compliance procedures

6. Appendix A - Corporate Authorizations: Copies of corporate resolutions and authorizations for entering into the agreement

7. Appendix B - Securities Certificates: Copies of relevant securities certificates and registration documents

8. Appendix C - Specimen Signatures: Authorized signatures of all parties for verification purposes

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

Relevant legal definitions
Clauses
Relevant Industries

Financial Services

Banking

Investment Management

Securities Trading

Corporate Finance

Asset Management

Private Equity

Venture Capital

Insurance

Real Estate Investment

Technology

Manufacturing

Relevant Teams

Legal

Finance

Compliance

Risk Management

Corporate Secretariat

Investment

Treasury

Corporate Governance

Securities Operations

Portfolio Management

Relevant Roles

Chief Financial Officer

Legal Counsel

Corporate Secretary

Investment Manager

Securities Compliance Officer

Risk Manager

Corporate Treasurer

Investment Analyst

Portfolio Manager

Board Director

Financial Controller

Compliance Manager

Corporate Governance Officer

Securities Trading Manager

Investment Director

Industries
Securities Regulation Code (Republic Act No. 8799): Primary legislation governing securities, their registration, trading, and regulation in the Philippines. Essential for defining securities and their legal treatment in sharing agreements.
Implementing Rules and Regulations of the Securities Regulation Code: Detailed regulations that implement the Securities Regulation Code, providing specific guidelines for securities transactions and agreements.
Data Privacy Act of 2012 (Republic Act No. 10173): Governs the protection of personal and sensitive information, crucial for security sharing agreements that may involve personal or confidential data.
Civil Code of the Philippines: Provides the fundamental rules on contracts, obligations, and general principles of law that apply to all agreements in the Philippines.
Anti-Money Laundering Act (Republic Act No. 9160): Relevant for ensuring compliance with anti-money laundering requirements in securities transactions and sharing arrangements.
Corporation Code of the Philippines (Republic Act No. 11232): Governs corporate matters and may be relevant for security sharing agreements between corporations.
Securities and Exchange Commission (SEC) Memorandum Circulars: Various circulars and guidelines issued by the SEC that provide specific rules and requirements for securities-related agreements.
Electronic Commerce Act (Republic Act No. 8792): Relevant if the security sharing agreement involves electronic transactions or digital signatures.
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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