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Share Retention Agreement

Share Retention Agreement Template for Philippines

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Key Requirements PROMPT example:

Share Retention Agreement

"I need a Share Retention Agreement for our upcoming IPO in March 2025, requiring founding shareholders to retain 75% of their shares for 3 years, with specific provisions for permitted transfers to family members."

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Document background
The Share Retention Agreement is a crucial document used in Philippine corporate practice to maintain stability in company ownership and ensure compliance with regulatory requirements. It is commonly implemented during initial public offerings, following mergers or acquisitions, or when required by regulatory authorities such as the Securities and Exchange Commission. The agreement typically specifies the number of shares to be retained, the retention period, permitted transfers, and consequences of breach. It must comply with Philippine corporate laws, including the Corporation Code and Securities Regulation Code, and often requires careful consideration of tax implications and shareholder rights. This document is particularly important in regulated industries where maintaining consistent ownership structure is essential for regulatory compliance and operational stability.
Suggested Sections

1. Parties: Identification of the contracting parties including the company and the shareholders subject to retention obligations

2. Background: Context of the agreement, including company information and purpose of share retention

3. Definitions: Key terms used throughout the agreement including 'Retention Period', 'Retained Shares', and other relevant definitions

4. Retention Obligation: Core provisions specifying the duration and terms of the share retention requirement

5. Transfer Restrictions: Specific restrictions on transfer, pledge, or encumbrance of shares during the retention period

6. Exceptions to Transfer Restrictions: Permitted transfers or circumstances where restrictions may be lifted

7. Compliance and Reporting: Requirements for proving continued ownership and reporting any changes

8. Representations and Warranties: Standard declarations by parties regarding ownership, authority, and compliance

9. Events of Default: Circumstances constituting breach and consequences thereof

10. Remedies: Actions available to parties in case of breach

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

12. Governing Law and Jurisdiction: Specification of Philippine law as governing law and jurisdiction for disputes

13. General Provisions: Standard boilerplate clauses including notices, amendments, and severability

Optional Sections

1. Shareholder Rights During Retention: Used when there are specific voting or dividend rights during the retention period

2. Tag-Along Rights: Include when minority shareholders need protection in case of permitted transfers

3. Drag-Along Rights: Include when majority shareholders need the ability to force other shareholders to join in a sale

4. Regulatory Compliance: Required when the retention agreement is pursuant to specific regulatory requirements

5. Share Valuation: Include when there are specific mechanisms for valuing shares in case of permitted transfers

6. Security Interests: Used when shares need to be pledged as security for compliance

7. Competition and Non-Solicitation: Include when shareholders are also key employees or have access to sensitive information

Suggested Schedules

1. Schedule of Retained Shares: Detailed list of shares subject to retention, including share certificate numbers and shareholding percentages

2. Schedule of Shareholders: Complete details of shareholders subject to the agreement, including contact information

3. Deed of Adherence: Template for new shareholders to join the agreement if permitted transfers occur

4. Compliance Certificate: Template for periodic confirmation of compliance with retention obligations

5. Corporate Approvals: Copies of relevant board resolutions or shareholder approvals

6. Regulatory Approvals: Copies of any required regulatory clearances or approvals

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

Linkedin in social icon imageX social icon image
alex.den.21@genieai.co
Relevant Industries

Banking and Financial Services

Insurance

Telecommunications

Mining and Natural Resources

Public Utilities

Healthcare and Pharmaceuticals

Real Estate Investment

Technology and Innovation

Manufacturing

Professional Services

Relevant Teams

Legal

Corporate Secretarial

Compliance

Finance

Risk Management

Investor Relations

Corporate Governance

Executive Management

Board Secretariat

Regulatory Affairs

Relevant Roles

Chief Executive Officer

Chief Financial Officer

Corporate Secretary

Legal Counsel

Compliance Officer

Board Director

Managing Director

Shareholder Relations Manager

Investment Officer

Corporate Governance Officer

Risk Management Officer

Securities Compliance Specialist

Industries
Corporation Code of the Philippines (Batas Pambansa Blg. 68): Primary legislation governing corporations in the Philippines, including provisions on share ownership, transfer restrictions, and stockholders' rights and obligations
Securities Regulation Code (Republic Act No. 8799): Regulates the securities market, including rules on share transfers, disclosure requirements, and protection of investor interests
Civil Code of the Philippines (Republic Act No. 386): Provides the fundamental principles of contract law, including formation, validity, and enforcement of contracts
National Internal Revenue Code (Republic Act No. 8424): Contains provisions on taxation related to share transfers and capital gains from share transactions
Philippine Competition Act (Republic Act No. 10667): May be relevant if the share retention agreement involves substantial ownership stakes that could affect market competition
Securities and Exchange Commission (SEC) Memorandum Circulars: Various implementing rules and regulations affecting share ownership, transfers, and reporting requirements
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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